Common use of Refinancing Term Loans Clause in Contracts

Refinancing Term Loans. (a) Lead Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead The Borrower may at any time and from time to time time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Agreement or an increase to an existing Class of term loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease ) or refund all or any portion of one or more Tranches series of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium debt securities (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective DateNotes”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent); provided that: (i) the proceeds of such Refinancing Term Loans and/or Refinancing Notes shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Term Loans and/or Refinancing Notes shall be in an aggregate principal amount not greater than the aggregate principal amount of Term Loans to be refinanced plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iv) the final maturity date of such Refinancing Term Loans and/or Refinancing Notes shall be later than the Maturity Date of the Term Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans and/or Refinancing Notes shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiA) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Term Loans and/or Refinancing Notes shall have pricing (including interest ratesbe as agreed between the Borrower and the Refinancing Term Lenders and/or Refinancing Note Holders so long as, fees and premiums), amortization, optional prepayment, in the case of any mandatory prepayment (so long as or redemption provisions, such Refinancing Term Loans are Lenders and/or Refinancing Note Holders do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than such prepayments as compared to Term B Lenders and (B) the then outstanding Term Loans) covenants and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Borrower and the lenders providing such Refinancing Term Loans and/or Refinancing Note Holders, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Loan Lenders, Lenders and/or Refinancing Note Holders than the related provisions those applicable to the existing any Class of Term Loans or otherwise reasonably satisfactory to then outstanding under this Agreement (as determined by the Administrative AgentBorrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as (before giving effect to the Refinancing Term Loans and/or Refinancing Notes) or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred other Lenders; (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), vi) no existing Lender shall be conclusive evidence that such terms required to provide any Refinancing Term Loans and/or Refinancing Notes; and (vii) the Refinancing Term Loans and/or Refinancing Notes shall rank pari passu in right of payment and conditions satisfy such requirement unless security with the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))existing Loans. (b) The Borrowers may approach any Lender or any other Each such notice shall specify (x) the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans and/or Refinancing Notes be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) in the case of Refinancing Term Loans, the identity of the Persons (each of which shall be a Person that would be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered ) or approached to provide all or Refinancing Notes (each such Person, a portion of the “Refinancing Term Loans may elect or decline, in its sole discretion, to provide Note Holder”) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Borrower, and/or purchase Refinancing Notes from the Borrower, in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.18 shall supersede any provisions in Section 2.13 or Section 11.01 to the transactions contemplated by Section 2.18(a) contrary (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium but shall be in respect addition to and not in lieu of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements second paragraph of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a11.01). The Refinancing Term Loans shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Refinancing Term Loans (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Agreement among Holdingsand the other Loan Documents as may be necessary or appropriate, in the Borrowers, reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.18. The Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which Notes shall not require the consent of any other Lender) be established pursuant to documentation which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) except in the case of Extendable Bridge Loans and an aggregate principal amount not in excess of the Inside Maturity Basket (when taken together with (1) all other currently outstanding or simultaneously incurred Refinancing Term Loans, Incremental Term Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Notes and Permitted Junior Loans that utilize the Inside Maturity Basket and (2) any Permitted Refinancing Indebtedness incurred with respect to the foregoing to the extent such Indebtedness does not otherwise meet the requirements set forth in this clause (i)), the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers Borrower and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary GuarantorCredit Parties; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral;; and (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, Lenders than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent (x) such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred or (y) such Refinancing Term Loans were incurred under the Inside Maturity Basket (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series of Refinancing Term Loans (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization (to the extent in compliance with Section 2.18(a)(i)) or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers Borrower to effect the foregoing.

Refinancing Term Loans. (a) Lead Borrower The Borrowers may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing to refinance outstanding Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes the Borrowers propose that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 6.2 shall be satisfied; (ii) such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the U.S. Term B Loans being refinanced and at the Refinancing Term Loans time of such refinancing (or if longer, shall not have a final stated maturity (excluding for this purposeminimum Weighted Average Life to Maturity required pursuant to any previously established Incremental Amendment, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined belowAmendment or Term Loan Extension Amendment); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the applicable Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as latest final maturity of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to Term Loans and Revolving Commitments in effect on the Administrative Agent in good faith at least five Business Days Refinancing Effective Date immediately prior to the incurrence borrowing of such Indebtedness, together Refinancing Term Loans; (iv) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with a reasonably detailed description the benefit of the material terms applicable Security Documents and conditions shall deliver such other documents, certificates and opinions of such Indebtedness or drafts counsel in connection therewith as may be requested by the Collateral Agent; and (v) the Net Cash Proceeds of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), Refinancing Term Loans shall be conclusive evidence that such terms and conditions satisfy such requirement unless applied to the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description repayment of the basis upon which it objects)then outstanding Term Loans in accordance with Section 4.2(b). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 11.6 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall shall, unless specified to be an increase in any previously established Facility, be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Series of Refinancing Term LoansLoans made to the Borrowers. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoinghereto.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead the Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) except in the case of Extendable Bridge Loans, the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers Borrower and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers Borrower or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead the Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above)) shall (I) be substantially identical to, or (II) (taken as a whole, shall ) be otherwise not be materially more favorable to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead the Borrower delivered to the Administrative Agent in good faith at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead the Borrower of an objection during such five (5) Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead the Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead the Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers Borrower to effect the foregoing.

Refinancing Term Loans. (a) The Lead Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by the Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers Lead Borrower and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, secured such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of the Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above)) shall (I) be substantially identical to, or (II) (taken as a whole, shall ) be otherwise not be materially more favorable to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative AgentLoans, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this the foregoing clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers Lead Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by the Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrowers and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans)therewith. The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches ) to refinance an outstanding Class of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of Term Loans outstanding under the Class of Term Loans being so refinanced and at the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements time of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below)refinancing; (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to of the Administrative Agent, applicable Class except to the extent such covenants and other terms apply solely to any period after the Latest Maturity latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days immediately prior to the incurrence borrowing of such Indebtedness, together Refinancing Term Loans; (iv) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with a reasonably detailed description the benefit of the material terms applicable Collateral Documents and conditions shall deliver such other documents, certificates and opinions of such Indebtedness or drafts counsel in connection therewith as may be requested by the Collateral Agent; and (v) the Net Proceeds of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), Refinancing Term Loans shall be conclusive evidence that such terms and conditions satisfy such requirement unless applied to the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description repayment of the basis upon which it objects)then outstanding Term Loans in accordance with Section 2.05(b). (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Term Loans made to the Borrower that were Refinancing Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of hereto. (d) This Section 2.15 shall supersede any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable 2.13 or 10.01 to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead the Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers Borrower and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers Borrower or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead the Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above)) shall (I) be substantially identical to, or (II) (taken as a whole, shall ) be otherwise not be materially more favorable to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative AgentLoans, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead the Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead the Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead the Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers Borrower to effect the foregoing.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches ) to refinance an outstanding Class of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans being refinanced and at the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements time of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below)refinancing; (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to of the Administrative Agent, applicable Class except to the extent such covenants and other terms apply solely to any period after the Latest Maturity latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days immediately prior to the incurrence borrowing of such Indebtedness, together Refinancing Term Loans; (iv) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with a reasonably detailed description the benefit of the material terms applicable Collateral Documents and conditions shall deliver such other documents, certificates and opinions of such Indebtedness or drafts counsel in connection therewith as may be requested by the Collateral Agent; and (v) the Net Proceeds of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), Refinancing Term Loans shall be conclusive evidence that such terms and conditions satisfy such requirement unless applied to the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description repayment of the basis upon which it objects)then outstanding Term Loans in accordance with Section 2.05(b). (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Term Loans made to the Borrower that were Refinancing Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of hereto. (d) This Section 2.15 shall supersede any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable 2.13 or 10.01 to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (ai) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Agreement (“Refinancing Term Loans”), which refinancerefinances, renewrenews, replacereplaces, defease defeases or refund all or any portion of refunds (collectively, “Refinance”) one or more Tranches Classes of Term Loans and/or Revolving Credit Commitments (and Revolving Loans thereunder) under this Agreement selected by Lead BorrowerAgreement; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans and/or Revolving Credit Commitments being refinanced, renewed, replaced, defeased or refunded Refinanced plus unpaid accrued interest interest, fees, expenses and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (iA) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Class or Classes of Term Loans being refinanced Refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting before the maturity requirements date of this clause (i)) before the Maturity Date applicable to the Term Loans and/or the Revolving Credit Termination Date of the Revolving Credit Commitments being refinancedRefinanced; (iiB) such the Refinancing Term Loans shall have pricing (including such interest rates, fees and fees, discounts, premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) prepayments and redemption terms as may be agreed to by among the Borrowers Borrower and the relevant Lenders providing such Refinancing Term Loan Lenders (as defined below)Loans; (iiiC) other than as provided for in Section 1.20(a)(i)(B) above, such Refinancing Term Loans shall not be guaranteed have terms and conditions agreed to by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in Borrower and the case of any lenders providing such Refinancing Term Loans that are securedLoans, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than but shall be substantially the Collateral; same as (v) all other terms applicable to such Refinancing Term Loans (except as set forth above)or, taken as a whole, shall not be materially no more favorable to to, the lenders providing such Refinancing Term Loan Lenders, than the related provisions Loans than) those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agentand/or Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as final maturity of the date Term Loans and/or Revolving Credit Commitments being Refinanced or such Indebtedness was incurred terms are on current market terms for such type of indebtedness; (D) the proceeds of any Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof, to the pro rata prepayment the Class or Classes of Term Loans and/or Revolving Credit Commitments being Refinanced hereunder; (E) the Refinancing Term Loan Amendment shall set forth the principal installment payment dates of the Refinancing Term Loans, which dates may be delayed to later dates than the corresponding scheduled principal installment payment dates of the Term Loans being refinanced (with any such Refinancing of Term Loans resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 1.8); and (F) the Loan Parties and the Collateral Agent shall (i) enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations (or, to the extent applicable, the Loan Parties and the Collateral Agent (to the extent that a certificate it is acting in the capacity of a Responsible Officer collateral agent with respect to such Refinancing Term Loans) will enter into junior lien collateral documents without the consent of Lead Borrower delivered the Lenders so long as the Administrative Agent has been provided reasonably requested assurances that such documentation is not more restrictive than the Collateral Documents in any material respect) and (ii) deliver such other documents and certificates as may be reasonably requested by the Collateral Agent (including an intercreditor agreement reasonably satisfactory to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a extent reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)necessary). (bii) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans Assignee to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this AgreementAgreement and the selection of Refinancing Term Lenders shall be subject to any consent that would be required pursuant to Section 13.12(a)(iii) hereof; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Refinancing Term Loan Series of Refinancing Term LoansLoans made to the Borrower. (ciii) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a)paragraph (i) above. Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion hereto. Each of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Collateral Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers Borrower to effect the foregoing. Any Refinancing Term Loan made by a Term Loan Lender pursuant to a Refinancing Term Loan Amendment shall be deemed a “Term Loan” for all purposes of this Agreement and each Lender with a Refinancing Term Loan shall become a Lender with respect to such Refinancing Term Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Term Loans (including Refinancing Term Loans, Extended Term Loans and New Term Loans) which have more than five different scheduled final maturity dates or shall there be more than five different “Term Credit Facilities”.

Refinancing Term Loans. (a) The Lead Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by the Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers Lead Borrower and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, secured such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of the Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above)) shall (I) be substantially identical to, or (II) (taken as a whole, shall ) be otherwise not be materially more favorable to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative AgentLoans, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of the Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this the foregoing clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers Lead Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by the Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrowers and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead Borrower may at any time and from time to time time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the proceeds of such Refinancing Term Loans shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of no less than $10,000,000 (or such other amount necessary to repay any Class of outstanding Loans in full); (iii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iv) the final maturity date of such Refinancing Term Loans shall be no earlier than the maturity date of the Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be no shorter than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiA) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Term Loans shall have pricing (including interest ratesbe as agreed between Borrower and the Refinancing Term Lenders so long as, fees and premiums), amortization, optional prepayment, in the case of any mandatory prepayment (so long as or redemption provisions, such Refinancing Term Loans are Lenders do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than such prepayments as compared to Lenders and (B) the then outstanding Term Loans) covenants and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between Borrower and the lenders providing such Refinancing Term Loans, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing Term any Class of Loans or otherwise reasonably satisfactory to the Administrative Agentbeing refinanced (as determined by Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as then-applicable to any Loans hereunder or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred other Lenders; (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), vi) no existing Lender shall be conclusive evidence that such terms and conditions satisfy such requirement unless required to provide any Refinancing Term Loans; and (vii) the Administrative Agent provides notice to Lead Borrower Refinancing Term Loans shall rank pari passu in right of an objection during such five Business Day period (including a reasonable description payment and/or of security with the basis upon which it objects))existing Loans. (b) The Borrowers may approach any Lender or any other Person Each such notice shall specify (x) the date (each, a “Refinancing Term Effective Date”) on which Borrower proposes that would 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 an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) who Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide ) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated Loan to Borrower in a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, principal amount equal to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s Commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.23 shall supersede any provisions in Section 2.18 or Section 10.5 to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a)contrary. The Refinancing Term Loans shall be established pursuant to documented by an amendment to this Agreement among Holdings, Additional Credit Extension Amendment executed by the Borrowers, Persons providing the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without Persons specified in the consent definition of any “Additional Credit Extension Amendment” but no other Lender existing Lender), and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing2.23.

Refinancing Term Loans. (a) Lead Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) except in the case of Extendable Bridge Loans and an aggregate principal amount not in excess of the Inside Maturity Basket (when taken together with (1) all other currently outstanding or simultaneously incurred Refinancing Term Loans, Incremental Term Loans, Permitted Pari Passu Notes, Permitted Pari Passu Loans, Permitted Junior Notes and Permitted Junior Loans that utilize the Inside Maturity Basket and (2) any Permitted Refinancing Indebtedness incurred with respect to the foregoing to the extent such Indebtedness does not otherwise meet the requirements set forth in this clause (i)), the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers Borrower and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary GuarantorCredit Parties; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral;; and (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, Lenders than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent (x) such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred or (y) such Refinancing Term Loans were incurred under the Inside Maturity Basket (provided that a certificate of a Responsible Officer of Lead Borrower Xxxxxxxx delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series of Refinancing Term Loans (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization (to the extent in compliance with Section 2.18(a)(i)) or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers Borrower to effect the foregoing.

Refinancing Term Loans. (a) Lead Borrower The Company may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loan commitments under this Agreement (the “Refinancing Term Loan Commitments” and any loans made thereunder, the “Refinancing Term Loans”), which refinanceto repay any Term Loan or repay, renew, replace, defease redeem or refund all repurchase any Pari Passu Notes or any portion to fund Cash Collateral for letters of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not credit permitted to be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence 6.01(f) outstanding under the relevant subclauses of Section 2.15this Agreement. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower the Company proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the Weighted Average Life to Maturity borrowing of such Refinancing Term Loans on the Refinancing Effective Date, no Event of Default or Default shall have occurred and be continuing; (ii) (x) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date, the Company and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis to such borrowing, with the Financial Performance Covenant, regardless of whether there is any Revolving Credit Facility Exposure at such time, or (y) the First Lien Senior Secured Leverage Ratio, after giving effect on a Pro Forma Basis to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date and the use of proceeds thereof, shall not be increased as a result of such transaction; (iii) no Lender under this Agreement shall be obligated to provide any portion of such Refinancing Term Loan Commitments; (iv) all fees and expenses owing to the Agents and the Lenders with respect to such Refinancing Term Loan Commitments shall have been paid; (v) (x) the average life to maturity of all Refinancing Term Loans under such Refinancing Term Loan Commitments shall not be shorter than the then-remaining Weighted Average Life average life to Maturity maturity of all Classes of Term Loans or Credit-Linked Deposits being refinanced and (y) the applicable maturity date of all such Refinancing Term Loans under such Refinancing Term Loan Commitments shall be no shorter than the latest applicable maturity date of all of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans or Credit-Linked Deposits being refinanced;; and (iivi) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant applicable Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, Amendment may provide for amendments to the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans covenants that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable apply solely to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not under such Refinancing Term Loan Commitments; provided that such amended covenants may be materially no more favorable restrictive than the covenants applicable to the then outstanding Term Loans under this Agreement after giving effect to the Refinancing Term Loan LendersAmendment; provided, further, that if the then yield (which shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Refinancing Term Loan in the initial primary syndication thereof) (the “Effective Yield”) of any Refinancing Term Loan entered into within 18 months of the Restatement Effective Date exceeds the then applicable Effective Yield on the Term C Loans (which shall be deemed to include upfront or similar fees or original issue discount payable to all Term C Lenders in the initial primary syndication thereof) by more than 50 basis points, the Applicable Margin for the Term C Loans shall be automatically increased by the amount necessary so that the Effective Yield of such Refinancing Term Loans is no more than 50 basis points higher than the related provisions applicable to Effective Yield for the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))C Loans. (b) The Borrowers Company may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Refinancing Term LoansLoans made to the same Borrower. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersCompany, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender (including any changes contemplated by Section 2.18(a9.08(d))). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without hereto. In connection with any Refinancing Term Loan Amendment, the consent of any other Lender Loan Parties and the Lenders hereby irrevocably authorize the Administrative Collateral Agent to shall enter into such amendments to this Agreement and the other Credit Collateral Documents as may be necessary or appropriate reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the reasonable opinion Refinancing Term Loans under the Refinancing Term Loan Commitments are provided with the benefit of the Administrative Agent applicable Collateral Documents on a pari passu basis with the other Obligations and Lead Borrowershall deliver such other documents, to effect the provisions certificates and opinions of Section 2.18 including such technical amendments counsel in connection therewith as may be necessary or appropriate in connection therewith and to adjust reasonably requested by the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingCollateral Agent.

Refinancing Term Loans. (a) Lead 2.13.1 The Borrower may at any time and from time to time time, by written notice to the applicable Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the proceeds of such Refinancing Term Loans shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans of any Class (such refinanced Term Loans, the “Refinanced Term Loans” and such Class, the “Refinanced Term Loan Class”); (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of at least $25,000,000 (or such lesser amount necessary to repay the Refinanced Term Loan Class in full); (iii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount of Refinanced Term Loans plus any accrued interest, premiums, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iv) the maturity date of such Refinancing Term Loans shall be later than the Maturity Date of the Refinanced Term Loans, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter longer than the then remaining Weighted Average Life to Maturity of each Refinanced Term Loan Class; (A) the rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Refinancing Term Loans being refinanced may be different than those for the Refinanced Term Loans and (B) additional fees and/or premiums may be payable to the Refinancing Term Lenders providing such Refinancing Term Loans in addition to any of the items contemplated by the preceding clause (A); (vi) the Refinancing Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Borrower and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (Lenders so long as such Refinancing Term Loans are do not entitled to participate on a greater than pro rata basis in any such voluntary or mandatory prepayment than prepayments as compared to the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Refinanced Term Loan Lenders (as defined below)Class; (iiivii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth excluding those terms described in the clauses (i), (iii), (iv), (v) and (vi) above), which shall be as agreed between the Borrower and the Refinancing Term Lenders, shall not be more favorable (when taken as a whole, shall not be materially more favorable ) to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to Lenders of the existing Refinanced Term Loans or otherwise reasonably satisfactory to the Administrative AgentLoan Class, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered before giving effect to the Administrative Agent in good faith at least five Business Days Refinancing Term Loans); (viii) no Person that is a Current Lender prior to the incurrence effectiveness of any applicable Additional Credit Extension Amendment with respect to any Refinancing Term Loans shall be obligated to provide any such Refinancing Term Loans, and any commitment of any Current Lender to provide a Refinancing Term Loans shall be in the sole discretion of such IndebtednessCurrent Lender; and (ix) the Refinancing Term Loans shall rank pari passu in right of payment and of security with the existing Loans, together on terms and pursuant to documentation applicable to the Term Loans being refinanced; provided, however, that such Refinancing Term Loans shall be secured on a pari passu basis with the Initial Term B Loans by the same assets that secure the existing Obligations and shall not be guaranteed by any Subsidiaries of Borrower that are not Guarantors. 2.13.2 Each such notice shall specify (x) the date (each, a “Refinancing Term Loan Effective Date”) on which the Borrower proposes that the Refinancing Term Loans be made, which shall be a date reasonably detailed description acceptable to the applicable Administrative Agent and (y) the identity of the material terms and conditions Persons (each of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), which shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice an assignee permitted pursuant to Lead Borrower Section 11.8.2 [Assignments by Lenders] (for this purpose treating a Lender of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Refinancing Term Loans to as if it were an assignee)) whom the Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Loan Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide ) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on Loan to the Borrower in a principal amount equal to such Person’s Commitment therefor. 2.13.3 This Section 2.13 shall supersede any Refinancing Effective Date provisions in Section 5.2 [Pro Rata Treatment of Lenders], Section 5.3 [Sharing of Payments by Lenders] or Section 11.1 [Modifications, Amendments or Waivers] to the contrary (but shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, in addition to the extent provided and not in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect lieu of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements first proviso of this Agreement Section 11.1 [Modifications, Amendments or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(aWaivers]). The Refinancing Term Loans shall be established pursuant to documented by an amendment to this Agreement among Holdings, Additional Credit Extension Amendment executed by the Borrowers, Persons providing the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without Persons specified in the consent definition of any “Additional Credit Extension Amendment” but no other Lender existing Lender), and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the applicable Administrative Agent, the Collateral Agent and Lead the Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing2.13.

Refinancing Term Loans. (a) Lead The Borrower may at any time and from time to time time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the proceeds of such Refinancing Term Loans shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of not less than $25,000,000 (or such other amount necessary to repay any Class of outstanding Term Loans in full or approved by the Administrative Agent); (iii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Term Loans to be refinanced plus (A) any unpaid, accrued or capitalized interest, penalties, premiums, fees, costs, expenses and other amounts related thereto and (B) any underwriting, discounts, fees, commissions, costs, expenses and other amounts payable with respect to such Refinancing Term Loans (including any OID or upfront fees); provided that the aggregate principal amount of Refinancing Term Loans incurred can exceed such amount to the extent the Borrower utilizes capacity under another provision of this Agreement to incur such additional Refinancing Term Loans; (iv) the final maturity date of such Refinancing Term Loans shall be no earlier than the maturity date of the Term Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiA) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Refinancing Term Loans shall have pricing (including interest ratesbe as agreed between the Borrower and the Refinancing Term Lenders so long as, fees and premiums), amortization, optional prepayment, in the case of any mandatory prepayment (so long as provisions, such Refinancing Term Loans are Lenders do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding such prepayments as compared to Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing holding Term Loans shall not to be guaranteed by any Person other than Holdings, refinanced and (B) the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Borrower and the lenders providing such Refinancing Term Loans, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing any Term Loans or otherwise reasonably satisfactory to then outstanding under this Agreement (as determined by the Administrative AgentBorrower in good faith), except to the extent such covenants and other terms apply solely to any period after the then Latest Maturity Date as or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred other Lenders; (provided vi) no existing Lender shall be required to provide any Refinancing Term Loans; (vii) no Refinancing Term Loans shall be guaranteed by any Person that is not a certificate Loan Party or secured by any asset that is not Collateral; and (viii) the Refinancing Term Loans shall rank pari passu in right of a Responsible Officer payment and of Lead Borrower delivered security with the existing Loans, on terms and pursuant to documentation applicable to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Term Loans being refinanced. (b) The Borrowers may approach any Lender or any other Person Each such notice shall specify (x) the date (each, a “Refinancing Term Effective Date”) on which the Borrower proposes that would the Refinancing Term Loans be made, which shall be a Business Day and (y) the identity of the Persons (each of which shall be an Eligible Transferee Person and the consent of the Persons specified in Section 9.04(b)(i) shall have been received with respect thereto to the extent as would be required if the Lender of the Refinancing Term Loan were an assignee) whom the Borrower proposes would provide the Refinancing Term Loans to provide all or a and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide ) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Borrower in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.24 shall supersede any provisions in Section 2.19 or Section 9.08 to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a)contrary. The Refinancing Term Loans shall be established pursuant to documented by an amendment to this Agreement among Holdings, Additional Credit Extension Amendment executed by the Borrowers, Persons providing the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without Persons specified in the consent definition of any “Additional Credit Extension Amendment” but no other Lender existing Lender), and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Lead the Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing2.24.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches ) to refinance an outstanding Class of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) : before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans being refinanced and at the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements time of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) refinancing; all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to of the Administrative Agent, applicable Class except to the extent such covenants and other terms apply solely to any period after the Latest Maturity latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days immediately prior to the incurrence borrowing of such Indebtedness, together Refinancing Term Loans; the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with a reasonably detailed description the benefit of the material terms applicable Collateral Documents and conditions shall deliver such other documents, certificates and opinions of such Indebtedness or drafts counsel in connection therewith as may be requested by the Collateral Agent; and the Net Proceeds of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), Refinancing Term Loans shall be conclusive evidence that such terms and conditions satisfy such requirement unless applied to the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description repayment of the basis upon which it objectsthen outstanding Term Loans in accordance with Section 2.05(b)). (b) . The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Term Loans. (c) The Administrative Agent and the Lenders hereby consent Loans made to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Borrower that were Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a)Loans. The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of hereto. This Section 2.15 shall supersede any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable 2.13 or 10.01 to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or Refinances any portion of one or more Tranches of Term Loans Loan under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15Agreement. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead such Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and so Refinanced at the Refinancing Term Loans time of such refinancing (or if longer, shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject minimum Weighted Average Life to customary conditions, Maturity required pursuant to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant previously established Refinancing Term Loan Lenders (as defined belowAmendment); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agent, so Refinanced except to the extent such covenants and other terms apply solely to any period after the then Latest Maturity Date as Date. Each of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the incurrence of such Indebtednessmanner in which the amendments contemplated by this Section 2.23 are drafted and implemented and, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless if either the Administrative Agent provides notice or the Collateral Agent seeks such advice or concurrence, it shall be permitted to Lead enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of an objection during implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such five Business Day period advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders; and (including a reasonable description iv) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Security Documents on a pari passu basis upon which it objects))with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Series of Refinancing Term LoansLoans made to the Borrower. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(aparagraph (a) above (for which the Administrative Agent may seek direction from the Required Lenders but such Refinancing Term Loan Amendment shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoinghereto.

Refinancing Term Loans. (a) Lead Borrower The Borrowers may at any time and from time to time time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life proceeds of such Refinancing Term Loans shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to Maturity refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of not less than $10,000,000 (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Term Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iv) the final maturity date of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity maturity date of the Term Loans being refinanced refinanced, and the weighted average life to maturity of such Refinancing Term Loans shall not have a final stated be shorter than the then remaining weighted average life to maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the each Class of Term Loans being refinanced; (iiA) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Refinancing Term Loans shall have pricing (including interest ratesbe as agreed between the Applicable Borrower and the Refinancing Term Lenders so long as, fees and premiums), amortization, optional prepayment, in the case of any mandatory prepayment (so long as provisions, such Refinancing Term Loans are Lenders do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding such prepayments as compared to Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing holding Term Loans shall not to be guaranteed by any Person other than Holdings, refinanced and (B) the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Applicable Borrower and such Refinancing Term Lenders, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing any Term Loans or otherwise reasonably satisfactory to then outstanding under this Agreement (as determined by the Administrative AgentBorrowers in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest latest Term Loan Maturity Date as then in effect or such covenants or other terms apply equally for the benefit of the date other Lenders; (vi) no existing Lender shall be required to provide any Refinancing Term Loans; (vii) such Indebtedness was incurred Refinancing Term Loans (x) refinance a Class of Term Loans made to the U.S. Borrower shall be secured only by U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that such Refinancing Term Loan may be secured by assets other than the U.S. Collateral or guaranteed by a certificate Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor and (y) refinance a Class of a Responsible Officer of Lead Borrower delivered Term Loans made to the Administrative Agent in good faith at least five Business Days prior EMEA Borrower shall be secured by the Collateral and guaranteed by the EMEA Borrower Guarantors; provided that such Refinancing Term Loan may be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the EMEA Borrower Guarantors, so long as such assets are contemporaneously included as Collateral and such Subsidiary contemporaneously becomes a EMEA Borrower Guarantor; and (viii) (x) all Refinancing Term Loans made to the incurrence U.S. Borrower shall rank pari passu to any then outstanding U.S. Term Loans as to lien priorities and rights of such Indebtedness, together with a reasonably detailed description of the material payment on terms and conditions pursuant to documentation applicable to the U.S. Term Loans being refinanced and (y) all Refinancing Term Loans made to the EMEA Borrower shall rank pari passu to any then outstanding EMEA Term Loans as to lien priorities and rights of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such payment on terms and conditions satisfy pursuant to documentation applicable to the requirement set out in this clause (v)EMEA Term Loans being refinanced, shall be conclusive evidence that such on terms and conditions satisfy such requirement unless pursuant to documentation applicable to the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Term Loans being refinanced. (b) The Borrowers may approach any Lender or any other Person Each such notice shall specify (x) the date (each, a “Refinancing Term Effective Date”) on which the Applicable Borrower proposes that would the Refinancing Term Loans be made, which shall be a Business Day and (y) the identity of the Persons (each of which shall be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Applicable Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide ) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Applicable Borrower in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.20 shall supersede any provisions in Section 11.12 to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a)contrary. The Refinancing Term Loans shall be established pursuant to documented by an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and Additional Credit Extension Amendment executed by the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Applicable Borrower and the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Lead the Applicable Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing2.20.

Refinancing Term Loans. (a) Lead The Borrower may at any time and from time to time time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the proceeds of such Refinancing Term Loans shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of not less than $10,000,000 (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Term Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iv) the final maturity date of such Refinancing Term Loans shall be later than the maturity date of the Term Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiA) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Refinancing Term Loans shall have pricing (including interest ratesbe as agreed between the Borrower and the Refinancing Term Lenders so long as, fees and premiums), amortization, optional prepayment, in the case of any mandatory prepayment (so long as provisions, such Refinancing Term Loans are Lenders do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding such prepayments as compared to Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing holding Term Loans shall not to be guaranteed by any Person other than Holdings, refinanced and (B) the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Borrower and the lenders providing such Refinancing Term Loans, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing any Term Loans or otherwise reasonably satisfactory to then outstanding under this Agreement (as determined by the Administrative AgentBorrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as then applicable to any term loan facility hereunder or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred other Lenders; (provided vi) no existing Lender shall be required to provide any Refinancing Term Loans; (vii) no Refinancing Term Loans shall be guaranteed by any Person that is not a certificate Subsidiary Loan Party or secured by any asset that is not Collateral; and (viii) the Refinancing Term Loans shall rank pari passu in right of a Responsible Officer payment and of Lead Borrower delivered security with the existing Loans, on terms and pursuant to documentation applicable to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Term Loans being refinanced. (b) The Borrowers may approach any Lender or any other Person Each such notice shall specify (x) the date (each, a “Refinancing Term Effective Date”) on which the Borrower proposes that would the Refinancing Term Loans be made, which shall be a Business Day and (y) the identity of the Persons (each of which shall be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide ) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Borrower in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.22 shall supersede any provisions in Section 2.18 or Section 9.02 to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a)contrary. The Refinancing Term Loans shall be established pursuant to documented by an amendment to this Agreement among Holdings, Additional Credit Extension Amendment executed by the Borrowers, Persons providing the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without Persons specified in the consent definition of any Additional Credit Extension Amendment but no other Lender existing Lender), and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Lead the Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing2.22.

Refinancing Term Loans. (a) Lead The Borrower may from time to time may, by written notice to the Administrative Agent elect from time to time, request the establishment Replacement Term Loans to refinance all or a portion of one or more additional Tranches any existing Borrowing of Term Loans under this Agreement (the “Refinancing Refinanced Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be ) in an aggregate principal amount greater than not to exceed the aggregate principal amount of the Refinanced Term Loans being refinancedplus any accrued interest, renewedfees, replacedcosts and expenses related thereto (including any original issue discount or upfront fees). Such notice shall set forth (i) the principal amount of the applicable Replacement Term Loans (which shall not be less than the Minimum Threshold) and (ii) the date on which the applicable Replacement Term Loans are to be incurred (which shall not be less than ten Business Days nor more than sixty days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall agree)). The Borrower may seek Replacement Term Loans from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the incurrence of any Replacement Term Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to the incurrence of such Replacement Term Loans, defeased or refunded plus unpaid (ii) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Replacement Term Loans are made, (iii) the terms of the Replacement Term Loans shall comply with Section 2.24(c) and (iv) substantially concurrently with the incurrence of any such Replacement Term Loans, 100% of the Net Cash Proceeds thereof shall be applied to repay the Refinanced Term Loans (including accrued interest interest, fees and premium premiums (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred payable in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable therewith). (c) The terms of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing any Replacement Term Loans shall be made, which shall be determined by the Borrower and the applicable Lenders or Additional Lenders and set forth in a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative AgentRefinancing Amendment; provided that: that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees), (ii) the final maturity date of any Replacement Term Loans shall not be earlier than the maturity or termination date of the applicable Refinanced Term Loans, (iii) the Weighted Average Life to Maturity of such Refinancing the Replacement Term Loans shall not be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Term Loans being refinanced (without giving effect to annual amortization on any Refinanced Term Loans not in excess of 1% of the principal amount thereof), (iv) the Replacement Term Loans will rank pari passu in right of payment and of security with the Term Loans and none of the obligors or guarantors with respect thereto shall be a Person that is not a Loan Party, (v) the interest rate margin, rate floors, fees, original issue discount and premiums applicable to the Replacement Term Loans shall be determined by the Borrower and the Refinancing applicable Lenders or Additional Lenders, provided that the All-in Yield on any Replacement Term Loans shall not have a final stated maturity exceed the initial All-in Yield for the Refinanced Term Loans, and (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting vi) the maturity requirements terms of this the Replacement Term Loans (other than as set forth in clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; through (v) all other terms above) shall be substantially identical to, or less favorable to the Lenders or Additional Lenders providing such Replacement Term Loans than those applicable to such Refinancing Refinanced Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative AgentLoans, except to the extent such necessary to provide for covenants and other terms apply solely applicable to any period occurring entirely after the Latest Maturity Date as latest final maturity of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent Term Loans in good faith at least five Business Days effect immediately prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))refinancing. (bd) The Borrowers may approach In connection with any Lender or any other Person that would be an Eligible Transferee of Replacement Term Loans pursuant to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt2.24, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which each applicable Lender or Additional Lender shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, execute and deliver to the Administrative AgentAgent a Refinancing Amendment and such other documentation as the Administrative Agent shall reasonably specify to evidence such Replacement Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Any Refinancing Amendment may, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24, including any amendments necessary to establish the applicable Replacement Term Loans as a new Borrowing or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrowerthe Borrower in connection with the establishment of such Borrowings or tranches (including, if desirable, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce preserve the pro rata share treatment of the refinanced and non-refinanced tranches), in each case on terms consistent with this Section 2.24. (e) This Section 2.24 shall supersede any such payment that would have otherwise been payable provisions in Section 2.18 or 9.08 to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (a) Lead Borrower may at any time and from time to time time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Loans under this Agreement the proceeds of which are used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Loans (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) each Class of Refinancing Term Loans shall be in an aggregate amount of no less than $10,000,000 (or such other amount necessary to repay any Class of outstanding Loans in full); (ii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iii) the final maturity date of such Refinancing Term Loans shall be no earlier than the maturity date of the Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be no shorter than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiiv) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Term Loans shall have pricing (including interest ratesbe as agreed between Borrower and the Refinancing Term Lenders so long as, fees and premiums), amortization, optional prepayment, in the case of any mandatory prepayment (so long as or redemption provisions, such Refinancing Term Loans are Lenders do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than such prepayments as compared to Lenders and (B) the then outstanding Term Loans) covenants and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except excluding those terms described in the immediately preceding clause (A)), which shall be as set forth above)agreed between Borrower and the lenders providing such Refinancing Term Loans, shall be substantially similar to, or, taken as a whole, shall not be materially more less favorable to the Refinancing Term Loan Lenders, Borrower (as determined by the Borrower in its reasonable business judgment) than the related provisions those applicable to the existing Term any Class of Loans or otherwise reasonably satisfactory to the Administrative Agentbeing refinanced, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered or are otherwise reasonably acceptable to the Administrative Agent Agent; (v) no existing Lender shall be required to provide any Refinancing Term Loans; (vi) the Refinancing Term Loans shall rank pari passu in good faith at least five Business Days prior right of payment and/or of security with the existing Loans; and (vii) any Refinancing Term Loans shall be subject to the incurrence of provisions set forth in Section 2.14(a)(vii) as if such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Refinancing Term Loans were Additional Term Loans incurred under Section 2.14. (b) The Borrowers may approach any Lender or any other Person Each such notice shall specify (x) the date (each, a “Refinancing Term Effective Date”) on which Borrower proposes that would 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 an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) who Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Lender”) shall make a Refinancing Term Loan Lenderto Borrower in a principal amount equal to such Person’s Commitment therefor. (c) In lieu of Incurring any Refinancing Term Loans, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the Closing Date issue, Incur or otherwise obtain (A) secured Debt in the form of one or more series of first lien senior secured notes (such notes, “Permitted Pari Passu Secured Refinancing Debt”), (B) secured Debt in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured term loans (such notes or term loans, “Permitted Junior Secured Refinancing Debt”) and (C) unsecured or subordinated Debt in the form of one or more series of unsecured or subordinated notes or term loans (such notes or term loans, “Permitted Unsecured Refinancing Debt” and together with Permitted Pari Passu Secured Refinancing Debt and Permitted Junior Secured Refinancing Debt, and, in each case, any Permitted Refinancing thereof, “Refinancing Equivalent Debt”), in each case, in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, any existing Class of Loans (such Loans, “Refinanced Term Loans”); provided that any Lender offered that: (i) the proceeds of such Refinancing Equivalent Debt shall be used, concurrently or approached substantially concurrently with the incurrence thereof, solely to provide refinance all or a any portion of any outstanding Loans; (ii) such Refinancing Equivalent Debt Loans shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iii) if such Refinancing Equivalent Debt is in the form of loans, the final maturity date of such Refinancing Equivalent Debt shall be no earlier than the maturity date of the Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Equivalent Debt shall be no shorter than the then remaining Weighted Average Life to Maturity of the Refinanced Term Loans may elect Loans; (iv) if such Refinancing Equivalent Debt is in the form of notes, such Refinancing Equivalent Debt shall not have scheduled amortization or declinepayments of principal and not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than customary “AHYDO catch-up payments,” offers to repurchase and prepayment events upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default), in its sole discretioneach case prior to the Maturity Date of the Refinanced Term Loans; (v) such Refinancing Equivalent Debt shall not be guaranteed by Persons other than Guarantors; (vi) if in the form of subordinated Permitted Unsecured Refinancing Debt, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated subject to a series subordination agreement to which a senior representative acting on behalf of the holders of such Permitted Unsecured Refinancing Debt shall have become a party or otherwise subject (or, alternatively, terms in the definitive documentation for such Refinancing Equivalent Debt shall contain subordination provisions reasonably acceptable to the Borrower and Administrative Agent); (vii) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Equivalent Debt shall be as agreed between Borrower and the parties providing such Refinancing Equivalent Debt so long as, in the case of any mandatory prepayment or redemption provisions, such Refinancing Equivalent Debt do not participate on a “greater than pro rata basis in any such prepayments as compared to Lenders hereunder and (B) the covenants and other terms applicable to such Refinancing Term Loan Series”Equivalent Debt (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between Borrower and the parties providing such Refinancing Equivalent Debt, shall be substantially similar to, or, taken as a whole, not materially less favorable to the Borrower (as determined by the Borrower in its reasonable business judgment) than those applicable to any Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans maybeing refinanced, except to the extent provided such covenants and other terms apply solely to any period after the Latest Maturity Date or are otherwise reasonably acceptable to the Administrative Agent; (viii) if either in the applicable form of Permitted Pari Passu Secured Refinancing Term Debt or Permitted Junior Secured Refinancing Debt, such Refinancing Equivalent Debt shall be subject to security agreements relating to such Refinancing Equivalent Debt that are substantially the same as or more favorable to the Loan Amendment Parties than the Collateral Documents or otherwise reasonably satisfactory to the Administrative Agent; (ix) if Permitted Pari Passu Secured Refinancing Debt, such Refinancing Equivalent Debt (x) shall be secured by the Collateral on a pari passu basis with the Obligations and shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral and (y) shall be subject to a customary intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent; (x) if Permitted Junior Secured Refinancing Debt, such Refinancing Equivalent Debt (x) shall be secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and shall not be secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral and (y) shall be subject to a customary lien subordination or intercreditor arrangement in form and substance reasonably satisfactory to the Administrative Agent; (xi) any Refinancing Equivalent Debt in the form of loans secured on a pari passu basis with the Loans shall be subject to the restrictions provisions set forth in clause Section 2.14(a)(vii) as if such Refinancing Equivalent Debt were Additional Term Loans incurred under Section 2.14; and (axii) aboveshall be Incurred solely to repay, be designated as an increase in any previously established Tranche of repurchase, retire or refinance substantially concurrently the Refinanced Term Loans. (cd) The Administrative Agent and the Lenders hereby consent This Section 2.15 shall supersede any provisions in Section 3.06 or Section 10.01 to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a)contrary. The Refinancing Term Loans shall be established pursuant to documented by an amendment to this Agreement among Holdings, Additional Credit Extension Amendment executed by the Borrowers, Persons providing the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without Persons specified in the consent definition of any “Additional Credit Extension Amendment” but no other Lender existing Lender), and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing2.15.

Refinancing Term Loans. (a) Lead On the Amendment and Incremental Agreement Effective Date, (i) the Refinancing Term Loan Commitment of each Refinancing Term Lender shall become effective, (ii) each Refinancing Term Lender shall have (or, in the case of the Continuing Term Lenders, continue to have) all the rights and obligations of a Term Lender holding a Term Loan Commitment (or, following the making of a Refinancing Term Loan, a Term Loan) under the Credit Agreement, and (iii) each Refinancing Term Lender agrees to make (including pursuant to Conversions) Refinancing Term Loans in an amount up to such Refinancing Term Lender’s Refinancing Term Loan Commitment. (b) To request a Term Borrowing of Refinancing Term Loans on the Amendment and Incremental Agreement Effective Date, the Borrower may from time to time by written notice shall deliver to the Administrative Agent elect a fully completed and executed Funding Notice not later than one Business Day prior to request the establishment Amendment and Incremental Agreement Effective Date. Promptly upon receipt by the Administrative Agent of one or more additional Tranches of Term Loans under a Funding Notice in accordance with this Agreement (“paragraph, the Administrative Agent shall notify each Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion Lender of one or more Tranches the details thereof and of Term Loans under this Agreement selected by Lead Borrower; provided, that the amount of such Refinancing Term Lender’s Refinancing Term Loan to be made as part of the requested Term Borrowing. (c) On the Amendment and Incremental Agreement Effective Date, each Additional Term Lender shall become a Lender under the Credit Agreement, shall fund Refinancing Term Loans may not be in accordance with its Refinancing Term Loan Commitment, and shall have all the rights and obligations of a Lender holding a Term Loan Commitment (or, following the making of a Refinancing Term Loan, a Term Loan) under the Credit Agreement. Without limiting the foregoing, each Additional Term Lender shall have a Term Loan Commitment under the Credit Agreement in an amount greater than set forth opposite its name on Schedule 2 hereto. Each Additional Term Lender shall make the aggregate principal amount of its Refinancing Term Loan available to Administrative Agent not later than 10:00 a.m. (New York City time) on the Term Loans being refinancedAmendment and Incremental Agreement Effective Date, renewedby wire transfer of same day funds in Dollars, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with to the account of the Administrative Agent designated by it for such purpose by notice to the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to Lenders. Upon satisfaction or waiver of the extent such additional amount is capable conditions precedent specified in Section 7 of being incurred at such time pursuant to Section 2.15 this Amendment and such excess incurrence shall for all purposes hereof be an incurrence under Incremental Agreement, the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity proceeds of such Refinancing Term Loans shall not be shorter than applied in accordance with Section 4(e) of this Amendment. (d) On the remaining Weighted Average Life to Maturity Amendment and Incremental Agreement Effective Date, each Continuing Term Lender shall (i) convert by way of the Conversion all of its Original Term Loans being refinanced and the into Refinancing Term Loans shall not have a final stated maturity (excluding for this purposeLoans, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; or (ii) if such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to Lender has given the Administrative Agent in good faith at least five two Business Days prior Days’ notice that it desires to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide fund all or a portion of its Refinancing Term Loans, fund such amount of Refinancing Term Loans in a principal amount set forth for each such Lender on Schedule 2 attached hereto under the heading “Funded Term Loan” (each such funded Term Loan, a “Funded Term Loan”), so that the aggregate principal amount of such Converted Term Loans and such Funded Term Loans equals the Refinancing Term Loan Commitment of such Lender. Without limiting the foregoing, each Continuing Term Lender shall have a commitment to acquire by Conversion Converted Term Loans or fund Refinancing Term Loans in the amounts set forth opposite its name on Schedule 2 hereto. Each Continuing Term Lender shall make the principal amount of the Funded Term Loan required to be made by it hereunder available to the Administrative Agent not later than 10:00 a.m. (New York City time) on the Amendment and Incremental Agreement Effective Date, by wire transfer of same day funds in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Refinancing Term Lenders. Upon satisfaction or waiver of the conditions precedent specified in Section 7, the proceeds of such Funded Term Loans shall be applied in accordance with Section 4(e). (e) The Original Term Loans (a “Refinancing to the extent not converted by way of Conversion pursuant to this Section) of each Continuing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion and the Original Term Loans of each Exiting Lender shall, on the Amendment and Incremental Agreement Effective Date, be repaid in full with the proceeds of the Refinancing Term Loans may elect or declineand other funds available to the Borrower. Each party hereto acknowledges and agrees that notwithstanding any Conversion pursuant to Section 4(d), in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing each Lender holding Original Term Loans made on any Refinancing immediately prior to the Amendment and Incremental Agreement Effective Date (including each Continuing Term Lender), shall be designated a series entitled to receive payment on the Amendment and Incremental Agreement Effective Date of (a “Refinancing A) the unpaid fees and interest accrued to such date with respect to all its Original Term Loan Series”Loans, (B) an amount pursuant to Section 2.13(c) of Refinancing the Credit Agreement (as in effect prior to giving effect to this Amendment) equal to 2.0% of the aggregate principal amount of such Lender’s Original Term Loans for all purposes repaid or converted by way of this Agreement; provided that any Refinancing Term Loans may, to Conversion on the extent provided in the applicable Refinancing Term Loan Amendment and subject Incremental Agreement Effective Date and (C) any losses, expenses or liabilities incurred by such Lender and payable pursuant to Section 2.18(c) of the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium Credit Agreement in respect of the Refinancing transactions contemplated herein; provided, however, that each Lender party hereto that holds any Original Term Loans outstanding on the terms specified Amendment and Incremental Agreement Effective Date immediately prior to the consummation of the transactions contemplated herein hereby waives any right to compensation from the Borrower for losses, expenses or liabilities incurred by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that such Lender to which it may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established have been entitled pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”Section 2.18(c) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion respect of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingtransactions contemplated herein.

Refinancing Term Loans. (ai) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of (collectively, “Refinance”) one or more Tranches Classes of Term Loans under this Agreement selected by Lead BorrowerAgreement; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded Refinanced plus unpaid accrued interest interest, fees, expenses and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three five (35) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (iA) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Class or Classes of Term Loans being refinanced Refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to of the Term Loans being refinancedRefinanced; (iiB) such the Refinancing Term Loans shall have pricing (including such interest rates, fees and fees, discounts, premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) prepayments and redemption terms as may be agreed to by among the Borrowers Borrower and the relevant Refinancing Term Loan Lenders (as defined below); (iii) providing such Refinancing Term Loans (provided such prepayment and redemption shall not be guaranteed by any Person on a pro rata or less than pro rata basis with other than Holdingsthen existing Classes requiring prepayments and/or redemptions); provided, the Borrowers or a Subsidiary Guarantor; (iv) that in the case of any such Refinancing Term Loans that are securedsecured equally and ratably with the Second Lien Loans, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms yield applicable to such Refinancing Term Loans (except after giving effect to all margin, interest rate floors, upfront fees or original issue discount payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) with respect to such Refinancing Term Loans) shall not be greater than the yield with respect to Second Lien Loans (including any margin, interest rate floors, upfront fees or original issue discount paid and payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) to the Lenders hereunder), plus 250 basis points per annum unless the interest rate with respect to the Second Lien Loans is increased so as set forth to cause the then applicable yield on the Second Lien Loans (including any margin, interest rate floors, upfront fees or original issue discount paid and payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) to the Lenders hereunder) to equal the yield then applicable to such Refinancing Term Loans (after giving effect to all margin, interest rate floors, upfront fees or original issue discount payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) with respect to such Refinancing Term Loans) minus 250 basis points; provided, further, that customary arrangement, commitment, structuring, underwriting and any amendment fees payable to the Arrangers (or their respective affiliates) or one or more arrangers of the Refinancing Term Loans under this Section 2.16 shall be excluded; provided, further, that if such Refinancing Term Loans include an interest rate floor greater than that applicable to the Second Lien Loans, such excess amount shall be equated to interest margin to the extent an increase in any interest rate floor applicable to the Second Lien Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to Second Lien Loans shall be increased by such excess amount; (C) other than as provided for in Section 2.16(a)(i)(B) above), the Refinancing Term Loans shall have terms and conditions agreed to by the Borrower and the lenders providing such Refinancing Term Loans, but shall be substantially the same as (or, taken as a whole, shall not be materially no more favorable to to, the lenders providing such Refinancing Term Loan Lenders, than the related provisions Loans than) those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative AgentLoans, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as Date; (D) the proceeds of any Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof to the pro rata prepayment of the date Class or Classes of Term Loans being Refinanced hereunder; (E) the Refinancing Term Loan Amendment shall set forth the principal installment payment dates of the Refinancing Term Loans, which dates may be delayed to later dates than the corresponding scheduled principal installment payment dates, if any, of the Term Loans being refinanced (with any such Indebtedness was incurred Refinancing of Term Loans resulting in a corresponding adjustment to the repayment obligations in Section 2.07); and (F) the Loan Parties and the Administrative Agent shall (i) enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Secured Obligations (or, to the extent applicable, the Loan Parties and the Administrative Agent will enter into junior lien collateral documents without the consent of the Lenders so long as the Administrative Agent has been provided reasonably requested assurances that a certificate of a Responsible Officer of Lead Borrower delivered such documentation is not more restrictive than the Collateral Documents in any material respect) and (ii) deliver such other documents and certificates as may be reasonably requested by the Administrative Agent (including an intercreditor agreement reasonably satisfactory to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a extent reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)necessary). (bii) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans Assignee to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that the Borrower shall offer to each Lender of Loans that are proposed to be Refinanced the opportunity to provide on the same terms offered to other Refinancing Lenders a portion of the Refinancing Term Loans which is equal to such Lender’s ratable share of all Loans that are proposed to be Refinanced and any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this AgreementAgreement and the selection of Refinancing Lenders shall be subject to any consent that would be required pursuant to Section 10.07(b) hereof; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Refinancing Term Loan Series of Refinancing Term LoansLoans made to the Borrower. (ciii) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a)paragraph (i) above. Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans)hereto. The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers Borrower to effect the foregoing. Any Refinancing Term Loan made by a Term Loan Lender pursuant to a Refinancing Term Loan Amendment shall be deemed a “Term Loan” for all purposes of this Agreement and each Lender with a Refinancing Term Loan shall become a Lender with respect to such Refinancing Term Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Term Loans (including Refinancing Term Loans and Extended Term Loans) which have more than five different scheduled final maturity dates or shall there be more than five different “Term Loan Facilities”.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loan commitments under this Agreement (the “Refinancing Term Loan Commitments” and any loans made thereunder, the “Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or to repay any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15Loan. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the Weighted Average Life to Maturity borrowing of such Refinancing Term Loans on the Refinancing Effective Date, no Event of Default or Default shall have occurred and be continuing; (ii) no Lender under this Agreement shall be obligated to provide any portion of such Refinancing Term Loan Commitments; (iii) all fees and expenses owing to the Agents and the Lenders with respect to such Refinancing Term Loan Commitments shall have been paid; (iv) (x) the average life to maturity of all Refinancing Term Loans under such Refinancing Term Loan Commitments shall not be shorter than the then-remaining Weighted Average Life average life to Maturity maturity of all Classes of Term Loans being refinanced and (y) the applicable maturity date of all such Refinancing Term Loans under such Refinancing Term Loan Commitments shall be no shorter than the latest applicable maturity date of all of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral;; and (v) all other terms the applicable Refinancing Term Loan Amendment may provide for amendments to the covenants that apply solely to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not under such Refinancing Term Loan Commitments; provided that such amended covenants may be materially no more favorable restrictive than the covenants applicable to the then outstanding Term Loans under this Agreement after giving effect to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Amendment. (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Refinancing Term LoansLoans made to the same Borrower. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender (including any changes contemplated by Section 2.18(a9.08(d))). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without hereto. In connection with any Refinancing Term Loan Amendment, the consent of any other Lender Loan Parties and the Lenders hereby irrevocably authorize the Administrative Agent to shall enter into such amendments to this Agreement and the other Credit Collateral Documents as may be necessary or appropriate in the reasonable opinion of reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans under the Refinancing Term Loan Commitments are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and Lead Borrowershall deliver such other documents, to effect the provisions certificates and opinions of Section 2.18 including such technical amendments counsel in connection therewith as may be necessary or appropriate reasonably requested by the Administrative Agent. (d) For the avoidance of doubt, this Section 2.23 was added on the 2011 Amendment Effective Date and, in connection therewith and to adjust the amortization schedule accordance with Section 9.08, supercedes any provision in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable 2.18 to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or Refinances any portion of one or more Tranches of Term Loans Loan under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15Agreement. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead such Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B Loans being refinanced and at the Refinancing Term Loans time of such refinancing (or if longer, shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject minimum Weighted Average Life to customary conditions, Maturity required pursuant to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant previously established Refinancing Term Loan Lenders (as defined belowAmendment); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as latest final maturity of the date Term Loans and Revolving Facility Commitments in effect on the Refinancing Effective Date immediately prior to the borrowing of such Indebtedness was incurred (provided that a certificate Refinancing Term Loans. Each of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior and the Collateral Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to the incurrence of such Indebtednessmanner in which the amendments contemplated by this Section 2.23 are drafted and implemented and, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless if either the Administrative Agent provides notice or the Collateral Agent seeks such advice or concurrence, it shall be permitted to Lead enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence, it being understood that this provision relates solely to the manner of an objection during implementation; provided, however, that whether or not there has been a request by the Administrative Agent or the Collateral Agent for any such five Business Day period advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent or the Collateral Agent hereunder shall be binding and conclusive on the Lenders; and (including a reasonable description iv) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Security Documents on a pari passu basis upon which it objects))with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Series of Refinancing Term LoansLoans made to the Borrower. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(aparagraph (a) above (for which the Administrative Agent may seek direction from the Required Lenders but such Refinancing Term Loan Amendment shall not require the consent of any other Lender). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoinghereto.

Refinancing Term Loans. (a) Lead Either Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead such Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 6.2 shall be satisfied; (ii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the U.S. Term B Loans being refinanced and Canadian Term B Loans at the Refinancing Term Loans time of such refinancing (or if longer, shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject minimum Weighted Average Life to customary conditions, Maturity required pursuant to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant previously established Refinancing Term Loan Lenders (as defined belowAmendment or Extension Amendment); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the applicable Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as latest final maturity of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to Term Loans and Revolving Commitments in effect on the Administrative Agent in good faith at least five Business Days Refinancing Effective Date immediately prior to the incurrence borrowing of such Indebtedness, together Refinancing Term Loans; and (iv) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender other than those consents provided pursuant to Amendment 1) in order to ensure that the Refinancing Term Loans are provided with a reasonably detailed description the benefit of the material terms applicable Security Documents and conditions shall deliver such other documents, certificates and opinions of such Indebtedness or drafts of counsel in connection therewith as may be requested by the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Collateral Agent. (b) The Borrowers applicable Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 10.6 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Series of Refinancing Term LoansLoans made to the same Borrower. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(aparagraph (a) above (but which shall not require the consent of any other Lender other than those consents provided pursuant to Amendment 1). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoinghereto.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion ) to refinance an outstanding Class of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date the conditions set forth in Section 4.01(d) and (e) shall be satisfied; (ii) such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than than, the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and at the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements time of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below);refinancing; Table of Contents (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing Term then outstanding Loans or otherwise reasonably satisfactory to of the Administrative Agent, applicable Class except to the extent such covenants and other terms apply solely to any period after the Latest Maturity latest final maturity of all Classes of Loans in effect on the Refinancing Effective Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days immediately prior to the incurrence borrowing of such Indebtedness, together with a reasonably detailed description Refinancing Term Loans; and (iv) the Net Proceeds of the material terms and conditions Refinancing Term Loans shall be applied to the repayment of the then outstanding applicable Class or Classes of Loans on the date of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined incurrence in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)accordance with Section 2.03(b). (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 11.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Loans made to the Borrower that were Refinancing Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of hereto. (d) This Section 2.13 shall supersede any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable 2.12 or Section 11.01 to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (a) Lead Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, Exhibit A-63 a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead the Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: : (i) except in the case of Extendable Bridge Loans, the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; ; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers Borrower and the relevant Refinancing Term Loan Lenders (as defined below); ; (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers Borrower or a Subsidiary Guarantor; ; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead the Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.59

Refinancing Term Loans. (a) Lead Borrower may from time Subject to time by written notice to and upon the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“terms and conditions set forth herein, each Refinancing Term Loans”)Lender severally agrees to make, which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than on the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15Amendment No. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity 3 Closing Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); , a Refinancing Term Loan in Dollars to the Borrower (iiior, in the case of a Converting Refinancing Term Lender (as defined below), convert, exchange or roll its Refinanced Term Loan for a Refinancing Term Loan in an equal principal amount) on the Amendment No. 3 Closing Date in an aggregate principal amount equal to the commitment amount set forth next to such Refinancing Term Loans shall not be guaranteed by any Person other than HoldingsLender’s name in Schedule 1, the Borrowers or a Subsidiary Guarantor; Part A hereto (iv) in the case of any such Refinancing Term Lender making its Refinancing Term Loan in cash) or Schedule 1, Part B hereto (in the case of any Refinancing Term Lender converting, exchanging or rolling its Refinanced Term Loan to or for a Refinancing Term Loan), under the caption “Refinancing Term Commitment” (the “Refinancing Term Commitment”) on the terms set forth in this Agreement. Each Refinancing Term Commitment will terminate in full upon the making of the related Refinancing Term Loan (or conversion, exchange or roll of the related Refinanced Term Loan, as applicable). Refinancing Term Loans that are securedborrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. In addition, such each Refinancing Term Loans are secured only by assets comprising CollateralLender waives its right to any compensation pursuant to Section 2.11(b) of the Credit Agreement with respect to the prepayment, and not secured by any property exchange, roll or assets of Lead Borrower or any conversion of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Refinanced Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Loans. (b) The Borrowers may approach Substantially simultaneously with the borrowing of Refinancing Term Loans, the Borrower shall fully prepay any outstanding Refinanced Term Loans, together with accrued and unpaid interest thereon to the Amendment No. 3 Closing Date; provided that each Converting Refinancing Term Lender or any other Person that would be irrevocably agrees to accept, in lieu of cash for the outstanding principal amount of its Refinanced Term Loan so prepaid, on the Amendment No. 3 Closing Date an Eligible Transferee equal principal amount of Term Loans to provide all or a portion of the Refinancing Term Loans (a in accordance with this Agreement. “Converting Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or ” means a portion of the Refinancing Term Loans may elect Lender that agrees pursuant to this Agreement to convert, exchange or decline“cashless roll” all, in or any portion, of its sole discretion, to provide Refinanced Term Loan for a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead Borrower may from At any time after the BSN Acquisition Closing Date when there are no Tranche D Term Loan Commitments or Tranche D Term Loans outstanding, Xxxxx-Xxxxxxxx, ACI and BSN shall have the right (so long as (x) no Potential Event of Default or Event of Default then exists and (y) Borrowers’ Agent shall have delivered to time by written notice to the Administrative Agent elect a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner consistent with the requirements of clause (b) of subsection 5.1(iii) giving pro forma effect to request such incurrence and evidencing compliance with the establishment of covenants referred to in such Compliance Certificate), to incur from one or more additional Tranches of Term Loans under this Agreement existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make such loans to Xxxxx-Xxxxxxxx, ACI or BSN, as applicable, loans and commitments to make loans (the “Refinancing Term Loans”) in an aggregate principal amount not to exceed the aggregate amount of Tranche A1 Term Loans (in the case of ACI), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Tranche B1 Term Loans under this Agreement selected by Lead Borrower; provided, that and Domestic Tranche C Term Loans (in the case of Xxxxx-Xxxxxxxx) and French Tranche C1 Term Loan and French Tranche C2 Term Loans (in the case of BSN) theretofore made to such Borrower and thereafter repaid (or to be repaid with the proceeds of such Refinancing Term Loans). Refinancing Term Loans may not be in an amount greater than the aggregate principal amount incurred as one or more tranches (of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if anyat least $100,000,000 each) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be madeas determined by Agents that are pari passu in all respects with, which shall be have a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of not less than, have a final maturity no earlier than and shall otherwise be (except as to pricing) on terms and conditions substantially similar to the Type of Term Loan such tranche of Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life is to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers replace or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))refinance. (b) The Borrowers may approach any Lender In the event that Xxxxx-Xxxxxxxx, ACI or any other Person that would be BSN desires to incur Refinancing Term Loans, Xxxxx-Xxxxxxxx, ACI or BSN, as applicable, will enter into an Eligible Transferee of Term Loans amendment with the lenders (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide all or a portion for such Refinancing Term Loans, which amendment shall set forth any terms and conditions of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered not covered by this Agreement as agreed by Xxxxx-Xxxxxxxx, ACI or approached BSN, as applicable, and such Lenders, and shall provide for the issuance of promissory notes to provide all or a portion of evidence the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any if requested by the lenders advancing Refinancing Term Loans made on any Refinancing Effective Date (which notes shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans constitute Notes for all purposes of this Agreement; provided that ), with such amendment to be in form and substance reasonably acceptable to Agents and consistent with the terms of this subsection 2.1A(x) and of the other provisions of this Agreement. No consent of any Lender (other than any Lender making Refinancing Term Loans) is required to permit the Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(athis subsection 2.1A(x) (including, for or the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of aforesaid amendment to effectuate the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of Loans. This section shall supersede any provisions contained in this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among HoldingsAgreement, the Borrowersincluding, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenderswithout limitation, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingsubsection 10.7.

Refinancing Term Loans. (a) Lead Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) : the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) ; such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) ; such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) ; in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) ; all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead 2.13.1 The Borrower may at any time and from time to time time, by written notice to the applicable Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the proceeds of such Refinancing Term Loans shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans of any Class (such refinanced Term Loans, the “Refinanced Term Loans” and such Class, the “Refinanced Term Loan Class”); (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of at least $25,000,000 (or such lesser amount necessary to repay the Refinanced Term Loan Class in full); (iii) such Refinancing Term Loans shall be in an aggregate principal amount not greater than the aggregate principal amount of Refinanced Term Loans plus any accrued interest, premiums, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iv) the maturity date of such Refinancing Term Loans shall be later than the Maturity Date of the Refinanced Term Loans, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter longer than the then remaining Weighted Average Life to Maturity of each Refinanced Term Loan Class; (A) the rate floors, upfront fees, funding discounts, original issue discounts and premiums with respect to the Refinancing Term Loans being refinanced may be different than those for the Refinanced Term Loans and (B) additional fees and/or premiums may be payable to the Refinancing Term Lenders providing such Refinancing Term Loans in addition to any of the items contemplated by the preceding clause (A); (vi) the Refinancing Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory prepayment terms as may be agreed between the Borrower and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (Lenders so long as such Refinancing Term Loans are do not entitled to participate on a greater than pro rata basis in any such voluntary or mandatory prepayment than prepayments as compared to the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Refinanced Term Loan Lenders (as defined below)Class; (iiivii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth excluding those terms described in the clauses (i), (iii), (iv), (v) and (vi) above), which shall be as agreed between the Borrower and the Refinancing Term Lenders, shall not be more favorable (when taken as a whole, shall not be materially more favorable ) to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to Lenders of the existing Refinanced Term Loans or otherwise reasonably satisfactory to the Administrative AgentLoan Class, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered before giving effect to the Administrative Agent in good faith at least five Business Days Refinancing Term Loans); (viii) no Person that is a Current Lender prior to the incurrence effectiveness of any applicable Additional Credit Extension Amendment with respect to any Refinancing Term Loans shall be obligated to provide any such Refinancing Term Loans, and any commitment of any Current Lender to provide a Refinancing Term Loans shall be in the sole discretion of such IndebtednessCurrent Lender; and (ix) the Refinancing Term Loans shall rank pari passu in right of payment and of security with the existing Loans, together on terms and pursuant to documentation applicable to the Term Loans being refinanced; provided, however, that such Refinancing Term Loans shall be secured on a pari passu basis with the Initial Term B Loans by the same assets that secure the existing Obligations and shall not be guaranteed by any Subsidiaries of Borrower that are not Guarantors. 2.13.2 Each such notice shall specify (x) the date (each, a “Refinancing Term Loan Effective Date”) on which the Borrower proposes that the Refinancing Term Loans be made, which shall be a date reasonably detailed description acceptable to the applicable Administrative Agent and (y) the identity of the material terms and conditions Persons (each of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), which shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice an assignee permitted pursuant to Lead Borrower Section 11.8.2 [Assignments by Lenders] (for this purpose treating a Lender of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Refinancing Term Loans to as if it were an assignee)) whom the Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Loan Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide ) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on Loan to the Borrower in a principal amount equal to such Person’s Commitment therefor. 2.13.3 This Section 2.13 shall supersede any Refinancing Effective Date provisions in Section 5.2 [Pro Rata Treatment of Lenders], Section 5.3 [Sharing of Payments by Lenders] or Section 11.1 [Modifications, Amendments or Waivers] to the contrary (but shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, in addition to the extent provided and not in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect lieu of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements first proviso of this Agreement Section 11.1 [Modifications, Amendments or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(aWaivers]). The Refinancing Term Loans shall be established pursuant to documented by an amendment to this Agreement among Holdings, Additional Credit Extension Amendment executed by the Borrowers, Persons providing the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without Persons specified in the consent definition of any “Additional Credit Extension Amendment” but no other Lender existing Lender), and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the applicable Administrative Agent, the Collateral Agent and Lead the Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing2.13.

Refinancing Term Loans. (a) Lead Borrower may from From time to time by written notice to after the Administrative Agent elect to request Closing Date and in accordance with this Section 2.27, the establishment Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of the Term Loans, in the form of Refinancing Term Loans which may take the form of a new Class of term loans or one or more Tranches increases in the amount of Term Loans any existing Class of term loans pursuant to a Refinancing Amendment. Each Class of Credit Agreement Refinancing Indebtedness incurred under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not Section 2.27 shall be in an aggregate principal amount greater that is not less than $5,000,000 and in an integral multiple of $1,000,000 in excess thereof (or, if less, the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)outstanding). (b) The Borrowers effectiveness of any Refinancing Amendment will be subject only to the satisfaction on the date thereof of such of the conditions as may approach be requested by the providers of the Refinancing Term Loans. The Administrative Agent will 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 Lender Refinancing Amendment, this Agreement will be deemed amended (or any other Person that would be an Eligible Transferee of Term Loans amended and restated, as applicable) to provide all or a portion the extent (but only to the extent) necessary to reflect the existence and terms of the Refinancing Term Loans incurred pursuant thereto (a “including any amendments necessary to treat the Term Loans subject thereto as Refinancing Term Loans). (c) Any Refinancing Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the Lenders or Additional Lenders providing Refinancing Term Loans, effect such amendments (or amendment and restatements) 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 2.27. This Section 2.27 supersedes any provisions in Section 2.21 or 10.2 to the contrary. The transactions contemplated by this Section 2.27 will not require the consent of any other Lender or any other Person, and the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by this Section 2.27 will not apply to any of the transactions effected pursuant to this Section 2.27. (d) Refinancing Term Loans may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Refinancing Term Loan) or by any Additional Lender”); provided that any . Any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingDB1/ 110470318.

Refinancing Term Loans. (a) Lead The Borrower may from time to time may, on one or more occasions, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), the proceeds of which refinance, renew, replace, defease or refund shall be used to refinance all or any portion of one any outstanding Class or more Tranches Classes of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Term Loan Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent (unless otherwise agreed by the Administrative Agent). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower, Parent, Foreign Holdings, Holdings, the Administrative Agent and the Refinancing Term Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”); provided thatthat no Refinancing Term Loan Amendment or the obligation of any Refinancing Term Lender to make a Refinancing Term Loan shall become effective unless: (i) both before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Term Loan Effective Date each of the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied (it being understood that all references to “the date of such Credit Extension” or similar language in Section 4.02 shall be deemed to refer to the Refinancing Term Loan Effective Date); (ii) such Refinancing Term Loans shall mature no earlier than the Latest Maturity Date of any Loans or Revolving Credit Commitments outstanding at the time of the incurrence of such Refinancing Term Loans and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the any Term Loans being refinanced and outstanding at the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements time of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below)refinancing; (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, all covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates, margins, rate floors, prepayment premiums, maturity date and the amortization schedules (subject to clause (ii) above) applicable to such Loans, which shall be as set forth above)agreed between the Borrower and the applicable Refinancing Term Lenders) shall be substantially the same as, taken as a whole, shall not be materially more or less favorable to the Refinancing Term Loan LendersLenders than, than the related provisions those applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agentthen outstanding under this Agreement, except to the extent such covenants and other terms apply solely to such Refinancing Term Loans for any period after following the Latest Maturity Date as of any Loans or Revolving Credit Commitments in effect immediately prior to the effectiveness of the date such Indebtedness was incurred applicable Refinancing Term Loan Amendment; (provided that a certificate of a Responsible Officer of Lead Borrower delivered to iv) the Loan Parties and the Collateral Agent shall enter into (or, if agreed by the Administrative Agent and the Collateral Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v)their sole discretion, shall be conclusive evidence obligated, following the effectiveness of the applicable Refinancing Term Loan Amendment to enter into), such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Collateral Documents and shall deliver such terms other documents, certificates and conditions satisfy such requirement unless opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent; (v) each of the Administrative Agent provides notice and the Collateral Agent, to Lead Borrower of an objection during such five Business Day period the extent reasonably requested by it, shall have received legal opinions, board resolutions, officer’s certificates and other documentation reasonably requested by it, in each case consistent with those delivered on the Third Restatement Effective Date; and (including a reasonable description vi) substantially concurrently with the borrowing of the basis upon which it objects)Refinancing Term Loans, the Borrower shall repay or prepay then outstanding Borrowings of Term Loans of any Class in an aggregate principal amount equal to the Net Cash Proceeds of the Refinancing Term Loans in accordance with Section 2.05(c). (b) The Borrowers Borrower may approach any Lender or any other Person that would be is an Eligible Transferee of Term Loans Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any each Refinancing Term Lender, if not already a Lender, an Affiliate of a Lender or an Approved Fund, shall otherwise be reasonably acceptable to the Administrative Agent. Any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Term Loan Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class” of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Term LoansLoans made to the Borrower. Each tranche of Refinancing Term Loans shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents the entire aggregate principal amount of Term Loans outstanding under the applicable Class or Classes with respect to which such Refinancing Term Loans are being incurred). (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lendersmay, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Lead the Borrower, to effect the provisions of this Section (including any amendments necessary to treat the Refinancing Term Loans as a new “Class” of loans hereunder). (d) This Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule shall supersede any provisions in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable 2.13 or 10.01 to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (ai) Lead TheOther than during the Basket Suspension Period, the Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Agreement (“Refinancing Term Loans”), which refinancerefinances, renewrenews, replacereplaces, defease defeases or refund all or any portion of refunds (collectively, “Refinance”) one or more Tranches Classes of Term Loans and/or Revolving Credit Commitments (and Revolving Loans thereunder) under this Agreement selected by Lead BorrowerAgreement; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans and/or Revolving Credit Commitments being refinanced, renewed, replaced, defeased or refunded Refinanced plus unpaid accrued interest interest, fees, expenses and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (iA) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Class or Classes of Term Loans being refinanced Refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting before the maturity requirements date of this clause (i)) before the Maturity Date applicable to the Term Loans and/or the Revolving Credit Termination Date of the Revolving Credit Commitments being refinancedRefinanced; (iiB) such the Refinancing Term Loans shall have pricing (including such interest rates, fees and fees, discounts, premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) prepayments and redemption terms as may be agreed to by among the Borrowers Borrower and the relevant Lenders providing such Refinancing Term Loan Lenders (as defined below)Loans; (iiiC) other than as provided for in Section 1.20(a)(i)clause (B) above, such Refinancing Term Loans shall not be guaranteed have terms and conditions agreed to by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in Borrower and the case of any lenders providing such Refinancing Term Loans that are securedLoans, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than but shall be substantially the Collateral; same as (v) all other terms applicable to such Refinancing Term Loans (except as set forth above)or, taken as a whole, shall not be materially no more favorable to to, the lenders providing such Refinancing Term Loan Lenders, than the related provisions Loans than) those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agentand/or Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as final maturity of the date Term Loans and/or Revolving Credit Commitments being Refinanced or such Indebtedness was incurred terms are on current market terms for such type of indebtedness; (D) the proceeds of any Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof, to the pro rata prepayment the Class or Classes of Term Loans and/or Revolving Credit Commitments being Refinanced hereunder; (E) the Refinancing Term Loan Amendment shall set forth the principal installment payment dates of the Refinancing Term Loans, which dates may be delayed to later dates than the corresponding scheduled principal installment payment dates of the Term Loans being refinanced (with any such Refinancing of Term Loans resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 1.8); and (F) the Loan Parties and the Collateral Agent shall (i) enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations (or, to the extent applicable, the Loan Parties and the Collateral Agent (to the extent that a certificate it is acting in the capacity of a Responsible Officer collateral agent with respect to such Refinancing Term Loans) will enter into junior lien collateral documents without the consent of Lead Borrower delivered the Lenders so long as the Administrative Agent has been provided reasonably requested assurances that such documentation is not more restrictive than the Collateral Documents in any material respect) and (ii) deliver such other documents and certificates as may be reasonably requested by the Collateral Agent (including an intercreditor agreement reasonably satisfactory to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a extent reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)necessary). (bii) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans Assignee to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this AgreementAgreement and the selection of Refinancing Term Lenders shall be subject to any consent that would be required pursuant to Section 13.12(ab)(iii) hereof; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Refinancing Term Loan Series of Refinancing Term LoansLoans made to the Borrower. (ciii) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a)paragraph (i) above. Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion hereto. Each of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Collateral Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers Borrower to effect the foregoing. Any Refinancing Term Loan made by a Term Loan Lender pursuant to a Refinancing Term Loan Amendment shall be deemed a “Term Loan” for all purposes of this Agreement and each Lender with a Refinancing Term Loan shall become a Lender with respect to such Refinancing Term Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Term Loans (including Refinancing Term Loans, Extended Term Loans and New Term Loans) which have more than five different scheduled final maturity dates or shall there be more than five different “Term Credit Facilities”.

Refinancing Term Loans. (a) Lead Borrower may from time Subject to time by written notice to and upon the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“terms and conditions set forth herein, each Refinancing Term Loans”)Lender severally agrees to make, which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than on the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15Amendment No. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity 2 Closing Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); , a Refinancing Term Loan in Dollars to the Borrower (iiior, in the case of a Converting Refinancing Term Lender (as defined below), convert, exchange or roll its Refinanced Term Loan for a Refinancing Term Loan in an equal principal amount) on the Amendment No. 2 Closing Date in an aggregate principal amount equal to the commitment amount set forth next to such Refinancing Term Loans shall not be guaranteed by any Person other than HoldingsLender’s name in Schedule 1, the Borrowers or a Subsidiary Guarantor; Part A hereto (iv) in the case of any such Refinancing Term Loan making its Refinancing Term Loan in cash) or Schedule 1, Part B hereto (in the case of any Refinancing Term Lender converting, exchanging or rolling its Refinanced Term Loan for a Refinancing Term Loan), under the caption “Refinancing Term Commitment” (the “Refinancing Term Commitment”) on the terms set forth in this Agreement. Each Refinancing Term Commitment will terminate in full upon the making of the related Refinancing Term Loan (or conversion, exchange or roll of the related Refinanced Term Loan, as applicable). Refinancing Term Loans that are securedborrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. In addition, such each Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by Lender waives its right to any property or assets compensation pursuant to Section 2.11(b) of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable Credit Agreement with respect to the Refinancing Term Loan Lendersprepayment, than the related provisions applicable to the existing Term Loans exchange, roll or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as conversion of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Refinanced Term Loans. (b) The Borrowers may approach Substantially simultaneously with the borrowing of Refinancing Term Loans, the Borrower shall fully prepay any outstanding Refinanced Term Loans, together with accrued and unpaid interest thereon to the Amendment No. 2 Closing Date; provided that each Converting Refinancing Term Lender or any other Person that would be irrevocably agrees to accept, in lieu of cash for the outstanding principal amount of its Refinanced Term Loan so prepaid, on the Amendment No. 2 Closing Date an Eligible Transferee equal principal amount of Term Loans to provide all or a portion of the Refinancing Term Loans (a in accordance with this Agreement. “Converting Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or ” means a portion of the Refinancing Term Loans may elect Lender that agrees pursuant to Amendment No. 2 to convert, exchange or decline“cashless roll” all, in or any portion, of its sole discretion, to provide Refinanced Term Loan for a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead Borrower may from time Subject to time by written notice to and upon the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“terms and conditions set forth herein, each Refinancing Term Loans”)Lender severally agrees to make, which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than on the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15Amendment No. Each such notice shall specify the date (each8 Closing Date, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders in Dollars to the Borrower (or, in the case of a Converting Refinancing Term Lender (as defined below); (iii, convert, exchange or roll its Refinanced Term Loan for a Refinancing Term Loan in an equal principal amount) on the Amendment No. 8 Closing Date in an aggregate principal amount equal to the commitment amount set forth next to such Refinancing Term Loans shall not be guaranteed by any Person other than HoldingsLender’s name in Schedule 1, the Borrowers or a Subsidiary Guarantor; Part A hereto (iv) in the case of any such Refinancing Term Lender making any Refinancing Term Loan in cash) or Schedule 1, Part B hereto (in the case of any Refinancing Term Lender converting, exchanging or rolling any Refinanced Term Loan to or for a Refinancing Term Loan), under the caption “Refinancing Term Commitment” (the “Refinancing Term Commitment”) on the terms set forth in this Agreement. Each Refinancing Term Commitment will terminate in full upon the making of the related Refinancing Term Loan (or conversion, exchange or roll of the related Refinanced Term Loan, as applicable). Refinancing Term Loans that are securedborrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed. In addition, such each Refinancing Term Loans are secured only by assets comprising CollateralLender waives its right to any compensation pursuant to Section 2.11(b) of the Credit Agreement with respect to the prepayment, and not secured by any property exchange, roll or assets of Lead Borrower or any conversion of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Refinanced Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Loans. (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee Substantially simultaneously with the borrowing of Refinancing Term Loans, the Borrower shall fully prepay the Refinanced Term Loans together with all accrued and unpaid interest thereon to provide all or a portion the Amendment No. 8 Closing Date; provided that each Converting Refinancing Term Lender irrevocably agrees to accept, in lieu of cash for the outstanding principal amount of its Refinanced Term Loan so prepaid, on the Amendment No. 8 Closing Date an equal principal amount of Refinancing Term Loans (a in accordance with this Agreement. For the purposes hereof, “Converting Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or ” means a portion of the Refinancing Term Loans may elect Lender that agrees pursuant to this Agreement to convert, exchange or decline“cashless roll” all, in or any portion, of its sole discretion, to provide Refinanced Term Loan for a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead Borrower may At any time or from time to time by written notice to after the Effective Date (on one or more occasions), with the consent of the Administrative Agent elect to (which consent shall not be unreasonably withheld or delayed), the Borrower may request the establishment of one or more additional Tranches tranches of Term Loans under this Agreement term loans (the “Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans ) be made available under this Agreement selected to refinance, in whole or in part, outstanding Term Loans; provided that both at the time of any such request and upon the effectiveness of any Refinancing Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Refinancing Term Loan is made (and immediately after giving effect thereto) no Default or Event of Default shall exist. The Refinancing Term Loans (A) shall rank pari passu in right of payment and of security with the other Loans, (B) shall not mature or have any installments prior to the Maturity Date unless all Term Loans are being refinanced by Lead Borrower; providedsuch Refinancing Term Loans, that (C) will accrue interest at rates determined by the Borrower and the lenders providing such Refinancing Term Loans, which rates may be higher or lower than the rates applicable to the Term Loans and shall be subject to fees payable to the lenders providing such Refinancing Term Loans may and an arrangement fee to the Administrative Agent (or its designee), all as agreed in connection with the funding of such Refinancing Term Loans, (D) if Revolving Commitments are outstanding at the time such Refinancing Term Loans are made, then such Refinancing Term Loans shall not be mature prior to the Maturity Date nor have a percentage of the initial principal amount thereof amortize in an amount any quarter that is greater than the aggregate percentage amortization made in such quarter on the Term Loans being refinanced, (E) shall not have a principal amount in excess of the principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded refinanced plus unpaid and accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions for fees and expenses incurred in connection relating thereto and (F) except with respect to clauses (B), (C) and (D) above, shall be subject to terms and conditions substantially the same as the Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Refinancing Term Loans and demonstrate compliance with the conditions set forth in the proviso to the first sentence of this Section. Refinancing Term Loans may be made by any existing Lender or by any Additional Lender; provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Refinancing Term Loans; provided that , if such aggregate principal amount may also consent would be increased required under Section 9.5 for an assignment of Term Loans to the extent such additional amount is capable Lender or Additional Lender. Commitments in respect of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered become Commitments under this Agreement pursuant to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans amendment (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan SeriesAmendment”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdingsand, as appropriate, the Borrowersother Loan Documents, executed by the Administrative Agent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent. A Refinancing Amendment may, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Lenders, effect such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Lead the Borrower, to effect the provisions and intent of this Section 2.18 including such technical amendments as may and the application of the proceeds thereof. No Lender shall be necessary or appropriate in connection therewith and obligated to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the provide any Refinancing Term Loans of which are refinanced with Loans, unless it so agrees. The Borrower shall apply the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable Loans to the Lenders, repayment or prepayment of the Term Loans on the date of which are not refinanced with the proceeds incurrence of such Refinancing Term Loans)Loans in accordance with Section 2.11. The Administrative Agent This Section 2.22 shall be permitted, and each is hereby authorized, supersede any provisions in Section 2.18 or Section 9.2 to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (a) Lead The Borrower may at any time and from time to time time, by written notice to the applicable Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”); provided that: the proceeds of such Refinancing Term Loans shall be used, which refinanceconcurrently or substantially concurrently with the incurrence thereof, renew, replace, defease or refund solely to refinance all or any portion of one or more Tranches of any outstanding Term Loans under this Agreement selected by Lead Borrowerof any Class (such refinanced Term Loans, the “Refinanced Term Loans” and such Class, the “Refinanced Term Loan Class”); provided, that each Class of Refinancing Term Loans shall be in an aggregate amount of at least $25,000,000 (or such lesser amount necessary to repay the Refinanced Term Loan Class in full); such Refinancing Term Loans may not shall be in an aggregate principal amount not greater than the aggregate principal amount of the Refinanced Term Loans being refinancedplus any accrued interest, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discountspremiums, fees, commissions costs and expenses incurred in connection with related thereto (including any original issue discount or upfront fees); the Refinancing Term Loans; provided that maturity date of such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be madelater than the Maturity Date of the Refinanced Term Loans, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing each Refinanced Term Loan Lenders (as defined below)Class; (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or Refinances any portion of one or more Tranches of Term Loans Loan under this Agreement selected by Lead Borrower; provided, that such on a dollar-for-dollar basis (but including any Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15Amount). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three five (35) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the Weighted Average Life borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) the weighted average life to Maturity maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life weighted average life to Maturity maturity of the Funded Term B Loans being refinanced and at the Refinancing Term Loans time of such refinancing (or if longer, shall not have a final stated minimum weighted average life to maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject required pursuant to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant previously established Refinancing Term Loan Lenders (as defined belowAmendment or Extension Amendment); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to pricing and maturity which shall be as set forth above)agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans being refinanced or otherwise reasonably satisfactory acceptable to the Administrative Agent, Agent except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as latest final maturity of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to Term Loans and Revolving Facility Commitments in effect on the Administrative Agent in good faith at least five Business Days Refinancing Effective Date immediately prior to the incurrence borrowing of such Indebtedness, together Refinancing Term Loans; and (iv) all Refinancing Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with a reasonably detailed description all other Obligations under this Agreement and the other Loan Documents and the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be required (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the material terms and conditions of such Indebtedness or drafts of applicable Security Documents on a pari passu basis with the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))other Obligations. (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Series of Refinancing Term LoansLoans made to the same Borrower. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoinghereto.

Refinancing Term Loans. (a) Lead Borrower may from time Each Refinancing Lender party hereto severally agrees to time by written notice to make, on the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”)Amendment No. 2 Effective Date, which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than Dollars to the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred Borrower in connection accordance with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes terms hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing each Rollover Lender, in an amount (a “Rollover Amount”) equal to the principal amount of Existing Term Loans that are secured, held by such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date Rollover Lender as of the date Amendment No. 2 Effective Date immediately prior to giving effect to this Amendment or such Indebtedness was incurred lesser amount (provided that a certificate of a Responsible Officer of its “Allocated Amount”) as may be determined by the Left-Lead Borrower delivered Arranger and separately notified to such Existing Lender by the Administrative Agent in good faith at least five Business Days Left-Lead Arranger prior to the incurrence of such Indebtedness, together with a reasonably detailed description Amendment No. 2 Effective Date and (ii) in the case of the material terms and conditions of such Indebtedness or drafts Refinancing Fronting Lender, in an amount equal to the outstanding principal amount of the documentation relating theretoExisting Term Loans, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy minus the requirement set out in this clause (v)aggregate Rollover Amounts of all Rollover Lenders, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description as of the basis upon which it objects)Amendment No. 2 Effective Date (each such commitment, a “Refinancing Term Commitment”). (b) The Borrowers may approach On the Amendment No. 2 Effective Date, (i) each Refinancing Lender, severally and not jointly, shall make (or in the case of any Lender or any other Person that would Rollover Lender, be an Eligible Transferee of Term Loans deemed to provide all or make) a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion the Borrower in accordance with the terms of Section 2.18 of the Credit Agreement and the terms hereof and of the Repriced Credit Agreement by delivering immediately available funds to the Administrative Agent (or in the case of any Rollover Lender, by exchanging its Existing Term Loans into Refinancing Term Loans may elect or decline, Loans) in an amount equal to its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Commitment; (ii) the Borrower shall prepay in full the Existing Term Loans made on any Refinancing Effective Date shall be designated a series by (a A) delivering to the Administrative Agent funds in an amount equal to the sum (“Refinancing Term Loan SeriesBorrower’s Payment”) of Refinancing (1) the excess, if any of the aggregate principal amount of Existing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, owing to the extent provided in Existing Lenders, over the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause aggregate Rollover Amounts (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment required by this clause (1) may be made by the Borrower directing the Administrative Agent to apply any Refinancing Term Loans provided by the Refinancing Fronting Lender for such purpose), plus (2) all accrued and unpaid interest and other amounts with respect to the Existing Term Loans under the Credit Agreement and (B) directing the Administrative Agent to apply the funds made available to the Administrative Agent pursuant to Section 1(b)(i) hereof to prepay in full the Existing Term Loans; (iii) each Existing Lender (in its capacity as such, but not in any other capacity) shall cease to be a Lender party to the Repriced Credit Agreement with respect to the Term Loans (except to the extent that it shall subsequently become party thereto (i) pursuant to an Assignment and Assumption entered into with any Lender in accordance with the terms of interestthe Repriced Credit Agreement or (ii) with respect to any Rollover Lender, feespursuant to a “cashless roll” in accordance with this Amendment); and (iv) each Refinancing Lender shall become a “Lender”, amortization or premium a “Term Lender” and an “Initial Term Lender” and each Refinancing Term Loan shall constitute a “Loan”, a “Term Loan” and an “Initial Term Loan” for all purposes of the Repriced Credit Agreement and the other Loan Documents. (c) Any Existing Lender may elect for a “cashless roll” of 100% of its Existing Term Loans into Refinancing Term Loans in respect the same principal amount by executing its appropriate signature page to this Amendment and delivering such signature page to the Left-Lead Arranger (such electing Existing Lender, a “Rollover Lender”). It is understood and agreed that (i) simultaneously with the deemed making of the Refinancing Term Loans on by each Rollover Lender and the terms specified payment to such Rollover Lender of all accrued and unpaid interest, fees and other amounts in respect of the Existing Term Loan in respect of the Rollover Amount, such elected amount (or if less, the Allocated Amount) of the Existing Term Loans held by Lead Borrowersuch Rollover Lender shall be deemed to be extinguished, repaid and no longer outstanding and such Rollover Lender shall thereafter hold a Refinancing Term Loan in an aggregate principal amount equal to such Rollover Lender’s Rollover Amount, (ii) and hereby waive no Rollover Lender shall receive any prepayment being made to other Existing Lenders holding Existing Term Loans from the requirements proceeds of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The the Refinancing Term Loans to the extent of such Rollover Lender’s Rollover Amount and (iii) any Existing Term Loan held by a Rollover Lender that is not so allocated to such Rollover Lender as a Rollover Amount shall be established repaid in full on the Amendment No. 2 Effective Date together with all accrued and unpaid interest and other amounts owing to such Existing Lender in respect of such amount pursuant to an amendment Section 1(b). (d) Each Rollover Lender hereby waives the rights to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment breakage costs that would have otherwise been payable to by the Lenders, Borrower under Section 3.04 of the Credit Agreement as a result of the conversion of its Rollover Amount of the Existing Term Loans of which are not refinanced with the proceeds of into Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (ai) Lead Other than during the Basket Suspension Period, the Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Agreement (“Refinancing Term Loans”), which refinancerefinances, renewrenews, replacereplaces, defease defeases or refund all or any portion of refunds (collectively, “Refinance”) one or more Tranches Classes of Term Loans and/or Revolving Credit Commitments (and Revolving Loans thereunder) under this Agreement selected by Lead BorrowerAgreement; provided, provided that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans and/or Revolving Credit Commitments being refinanced, renewed, replaced, defeased or refunded Refinanced plus unpaid accrued interest interest, fees, expenses and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (iA) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Class or Classes of Term Loans being refinanced Refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting before the maturity requirements date of this clause (i)) before the Maturity Date applicable to the Term Loans and/or the Revolving Credit Termination Date of the Revolving Credit Commitments being refinancedRefinanced; (iiB) such the Refinancing Term Loans shall have pricing (including such interest rates, fees and fees, discounts, premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) prepayments and redemption terms as may be agreed to by among the Borrowers Borrower and the relevant Lenders providing such Refinancing Term Loan Lenders (as defined below)Loans; (iiiC) other than as provided for in clause (B) above, such Refinancing Term Loans shall not be guaranteed have terms and conditions agreed to by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in Borrower and the case of any lenders providing such Refinancing Term Loans that are securedLoans, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than but shall be substantially the Collateral; same as (v) all other terms applicable to such Refinancing Term Loans (except as set forth above)or, taken as a whole, shall not be materially no more favorable to to, the lenders providing such Refinancing Term Loan Lenders, than the related provisions Loans than) those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agentand/or Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as final maturity of the date Term Loans and/or Revolving Credit Commitments being Refinanced or such Indebtedness was incurred terms are on current market terms for such type of indebtedness; (D) the proceeds of any Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof, to the pro rata prepayment the Class or Classes of Term Loans and/or Revolving Credit Commitments being Refinanced hereunder; (E) the Refinancing Term Loan Amendment shall set forth the principal installment payment dates of the Refinancing Term Loans, which dates may be delayed to later dates than the corresponding scheduled principal installment payment dates of the Term Loans being refinanced (with any such Refinancing of Term Loans resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 1.8); and (F) the Loan Parties and the Collateral Agent shall (i) enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations (or, to the extent applicable, the Loan Parties and the Collateral Agent (to the extent that a certificate it is acting in the capacity of a Responsible Officer collateral agent with respect to such Refinancing Term Loans) will enter into junior lien collateral documents without the consent of Lead Borrower delivered the Lenders so long as the Administrative Agent has been provided reasonably requested assurances that such documentation is not more restrictive than the Collateral Documents in any material respect) and (ii) deliver such other documents and certificates as may be reasonably requested by the Collateral Agent (including an intercreditor agreement reasonably satisfactory to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a extent reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)necessary). (bii) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans Assignee to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this AgreementAgreement and the selection of Refinancing Term Lenders shall be subject to any consent that would be required pursuant to Section 13.12(ba)(iii); provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Refinancing Term Loan Series of Refinancing Term LoansLoans made to the Borrower. (ciii) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a)paragraph (i) above. Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion hereto. Each of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Collateral Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers Borrower to effect the foregoing. Any Refinancing Term Loan made by a Term Loan Lender pursuant to a Refinancing Term Loan Amendment shall be deemed a “Term Loan” for all purposes of this Agreement and each Lender with a Refinancing Term Loan shall become a Lender with respect to such Refinancing Term Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Term Loans (including Refinancing Term Loans, Extended Term Loans and New Term Loans) which have more than five different scheduled final maturity dates or shall there be more than five different “Term Credit Facilities”.

Refinancing Term Loans. (a) Lead Borrower may from time to time by GEO may, on one or more occasions, upon giving no less than five Business Days’ prior written notice (or such shorter period as may be agreed to by the Administrative Agent) (which notice may take the form of a draft of the relevant Refinancing Term Facility Supplement) (the “Refinancing Term Loan Notice”) to the Administrative Agent elect to request Agent, refinance all (and not less than all) of the establishment of one or more additional Tranches of Term Loans or the Incremental Term Loans of any Series with new term loans under this Agreement (such new term loans, “Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may GEO shall not be in an amount greater than the aggregate principal amount of the Term required to refinance Tranche 1 Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred Tranche 2 Loans in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable any refinancing of being incurred at such time pursuant to Tranche 3 Loans required by Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.152.22(b). Each such notice shall specify the date (each, a “Refinancing Term Loan Effective Date”) ), which shall be a Business Day, on which Lead Borrower GEO proposes that such refinancing shall be consummated. Any such refinancing, and the incurrence of any Refinancing Term Loans hereunder, shall be subject to the following conditions: (i) No Event of Default shall have occurred and be continuing. (ii) Substantially concurrently with the incurrence of any Refinancing Term Loans, GEO shall repay or prepay all of the then-outstanding Loans being refinanced (together with any accrued but unpaid interest thereon and all fees or premiums, if any, with respect thereto) with proceeds of such Refinancing Term Loans. (iii) GEO shall pay any applicable amounts as and when required pursuant to Section 2.14 and Section 2.10(a) in connection with the prepayment or repayment of the Loans being refinanced by such Refinancing Term Loans; (iv) The Refinancing Term Loan Notice shall set forth, with respect to the Refinancing Term Loans referred to therein, the following (and such Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered subject to the Administrative Agentfollowing requirements): (A) the stated maturity date and amortization applicable thereto; provided that: (i) that the Weighted Average Life to Maturity of weighted average-life-to-maturity for such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced weighted average-life-to-maturity for, and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements date of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other earlier than Holdings, 91 days after the Borrowers stated maturity date of the Term Loans or a Subsidiary GuarantorIncremental Term Loans being refinanced with such Refinancing Term Loans; (ivB) in the case of any such interest rate or rates applicable to the Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the CollateralLoans; (vC) all any other material terms applicable to such the Refinancing Term Loans Loans; provided, that such other terms (except as set forth above)excluding pricing, taken as a whole, fees and optional prepayment or redemption terms) shall not be materially more favorable to the Lenders holding such Refinancing Term Loan Lenders, Loans than the related provisions those applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, Incremental Term Loans being refinanced (except to the extent such for covenants and other terms apply solely to any period provisions only applicable after the Latest Maturity Date as stated maturity date of the date such Indebtedness was incurred Term Loans or Incremental Term Loans); and (provided that D) a certificate of certification from a Responsible Financial Officer of Lead Borrower delivered to GEO that the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms requirements and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out forth in this clause (v)Section 2.22(b) with respect to such Refinancing Term Loans have been complied with and satisfied, shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))as applicable. (bv) The Borrowers may approach any Any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached by GEO to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (cvi) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Any Refinancing Term Loans shall be established pursuant to an amendment hereto and, to this Agreement among Holdingsthe extent applicable, the Borrowers, other Loan Documents (the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) ), in form and substance reasonably satisfactory to the Administrative Agent, executed and delivered by GEO, each Lender providing such Refinancing Term Loans and the Administrative Agent, which shall be consistent with the provisions set forth above (but which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(aLender or Loan Party). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without and, notwithstanding anything to the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into contrary in Section 9.02, may effect amendments to this Agreement and the other Credit Loan Documents of a technical or administrative nature as may be necessary necessary, appropriate or appropriate desirable in the reasonable opinion of the Administrative Agent and Lead BorrowerGEO, in order to establish and implement such Refinancing Term Loans or the Commitments in respect thereof pursuant to, and to otherwise give effect to, the provisions of this Section 2.18 including such technical amendments as may 2.22(a). (vii) Any Refinancing Term Loans shall be necessary denominated in Dollars and shall rank pari passu with the remaining Term Loans (if any), or appropriate in connection Incremental Term Loans not refinanced therewith and the other Obligations in right of payment and in priority with respect to adjust the amortization schedule in Section 5.02(aLiens created under the Security Documents; it being understood that (x) (insofar as the borrower of such schedule relates to payments due to Lenders the Refinancing Term Loans of which are refinanced with the proceeds of shall be GEO and (y) such Refinancing Term Loans; provided Loans shall not have any obligors that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans)Loan Parties or any “restricted subsidiaries” that are not Restricted Subsidiaries. The Administrative Agent shall be permitted, and each is hereby authorized, notify the Lenders as to enter into such amendments with the Borrowers to effect the foregoingoccurrence of any Refinancing Term Loan Effective Date.

Refinancing Term Loans. (a) Lead The Parent Borrower may at any time and from time to time by written notice to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Credit Agreement or an increase to an existing Class of term loans under this Credit Agreement (in each case, “Refinancing Term Loans”), which refinance, renew, replace, defease ) or refund all or any portion of one or more Tranches series of Term Loans under this Agreement selected by Lead Borrowerdebt securities or term loans (“Refinancing Notes/Loans”; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection together with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to , the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective DateDebt”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent); provided that: (i) the proceeds of such Refinancing Debt shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of $5.0 million or any whole multiple of $1.0 million in excess thereof (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Debt shall be in an aggregate principal amount not greater than the aggregate principal amount of Term Loans to be refinanced plus any accrued interest, fees, costs, premiums and expenses related thereto (including any original issue discount or upfront fees); (iv) the final maturity date of such Refinancing Debt shall be later than the maturity date of the Term Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans Debt shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiA) such Refinancing Term Loans shall have pricing (including the pricing, interest ratesrate margins, rate floors, discounts, fees and premiums), amortization, optional prepayment, and mandatory prepayment or redemption provisions (including premiums, if any) applicable to such Refinancing Debt shall be as agreed between the Parent Borrower and the providers of such Refinancing Debt so long as as, in the case of any mandatory prepayment or redemption provisions, the providers of such Refinancing Term Loans are Debt do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms such prepayments as may be agreed compared to by the Borrowers and the relevant Refinancing Term Loan Lenders being refinanced and (as defined below); (iiiB) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Parent Borrower and the lenders providing such Refinancing Debt, shall not be materially more favorable favorablerestrictive (when taken as a whole) to the providers of Refinancing Term Loan Lenders, DebtParent Borrower and its Restricted Subsidiaries than the related provisions those applicable to the existing any Class of Term Loans or otherwise reasonably satisfactory to then outstanding under this Credit Agreement, as determined by the Administrative AgentParent Borrower in good faith, except to the extent such covenants and other terms apply solely to any period after the Latest Final Maturity Date as applicable under this Credit Agreement (beforeafter giving effect to thesuch Refinancing Debt) or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred (other Lenders; provided that it is understood and agreed that Refinancing Debt may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries); provided, further, that to the extent that any financial maintenance covenant is added for the benefit of such Refinancing Debt that applies prior to the Final Maturity Date hereunder, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all Lenders (after giving effect to such Refinancing Debt); (vi) no existing Lender shall be required to provide any Refinancing Debt; and (vii) (A) the Refinancing Term Loans shall rank pari passu in right of payment and security with the existing Term B-12 Loans and (B) the Refinancing Notes/Loans may be (x) secured by Collateral on a certificate pari passu basis with the existing Term B-12 Loans, (y) secured by Collateral on a junior lien basis to the existing Term B-12 Loans or (z) unsecured; provided, further, that in the case of clause (x) or clause (y), the holders of such Refinancing Notes/Loans or their representative is or becomes party to a Responsible Officer of Lead Borrower delivered customary intercreditor agreement reasonably satisfactory to the Administrative Agent in good faith at least five Business Days prior and the Parent Borrower and all such Liens are subject to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))intercreditor agreement. (b) The Borrowers may approach any Lender or any other Each such notice shall specify (x) the date (each, a “Refinancing Effective Date”) on which the Parent Borrower proposes that the Refinancing Debt be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) in the case of Refinancing Term Loans, the identity of the Persons (each of which shall be a Person that would be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Parent Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans (to be provided by each such Person. On each Refinancing Effective Date, each Person with a “commitment for a Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Notes/Loans may elect or decline, in its sole discretion, to provide shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Parent Borrower, and/or purchase Refinancing Notes/Loans from the Parent Borrower, in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.18 shall supersede any provisions in Section 2.12 or Section 11.01 to the transactions contemplated by Section 2.18(a) contrary (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium but shall be in respect addition to and not in lieu of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements second paragraph of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a11.01). The Refinancing Term Loans shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Refinancing Term Loans (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Credit Agreement among Holdingsand the other Credit Documents as may be necessary or appropriate, in the Borrowers, reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.18. The Refinancing Term Loan Lenders providing such Refinancing Term Notes/Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) be established pursuant to documentation which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (ai) Lead Notwithstanding anything to the contrary in this Agreement, the Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches or Classes of Term Loans term loans under this Agreement (“Refinancing Term Loans”) or one or more series of debt securities (“Refinancing Notes” and, together with Refinancing Term Loans, “Refinancing Debt”), which refinance, renew, replace, defease or refund all or any portion of (collectively, “Refinance”) one or more Tranches Classes of Term Loans and/or Revolving Credit Commitments (and Revolving Credit Loans thereunder) under this Agreement selected by Lead BorrowerAgreement; provided, that provided that (A) no Default has occurred and is continuing or would result therefrom; (B) the principal amount of such Refinancing Term Loans Debt may not be in an amount greater than exceed the aggregate principal amount of the Term Loans and/or Revolving Credit Commitments being refinanced, renewed, replaced, defeased or refunded Refinanced plus accrued and unpaid accrued interest and premium (if any) thereon fees thereon, any prepayment premiums applicable thereto and upfront reasonable fees, original issue discount, underwriting discounts, fees, commissions costs and expenses incurred in connection therewith; (C) the Net Cash Proceeds of such Refinancing Debt shall be applied, concurrently or substantially concurrently with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased incurrence thereof, solely to the extent such additional repayment of the outstanding amount is capable of one or more Classes of Term Loans and/or to permanently reduce one or more Classes of Revolving Credit Commitments, as the case may be, being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses Refinanced thereby; (D) each Class of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof (3) Business Days after the date on which or such notice is delivered other amount necessary to the Administrative Agent; provided that:repay any Class of outstanding Term Loans in full); (iE) in the Weighted Average Life to Maturity case of any Refinancing of Term Loans, the final maturity date of such Refinancing Term Loans Debt shall not be shorter earlier than the remaining Weighted Average Life to Maturity maturity date of the Term Loans being refinanced Refinanced, and the weighted average life to maturity of such Refinancing Debt shall be no earlier than the then remaining weighted average life to maturity of each Class of Term Loans shall not have a final stated maturity (excluding for this purposebeing Refinanced; provided that any Indebtedness that automatically converts to, interim loan financings or is exchangeable into, notes or other Indebtedness that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of meet this clause (iE) shall be deemed to satisfy this condition so long as the Borrower or applicable Loan Party irrevocably agrees at the time of the issuance thereof to take all actions necessary to convert or exchange such Indebtedness)) before the Maturity Date applicable to the Term Loans being refinanced; (iiF) subject to clause (E) above, in the case of any Refinancing of Term Loans, such Refinancing Term Loans Debt shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers Borrower and the relevant Refinancing Term Loan Lenders (as defined below); (iii) or the Persons providing such Refinancing Term Loans shall not be guaranteed by any Person other than HoldingsNotes, the Borrowers or a Subsidiary Guarantor; (iv) as applicable, so long as, in the case of any such Refinancing Term Loans that are securedmandatory prepayment or redemption provisions, such Refinancing Debt does not participate on a greater basis in any such prepayments as compared to the Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateralbeing Refinanced; (vG) all other terms applicable to such Refinancing Term Loans Debt shall be substantially identical to, or (except as set forth above), taken as a whole, shall ) be otherwise not be materially more favorable to (as reasonably determined by the Borrower) the lenders providing such Refinancing Term Loan Lenders, Debt than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agentand/or Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as latest final maturity date of the Term Loans or Revolving Credit Commitments existing at the time of such refinancing or replacement (or, in the case of any unsecured or second lien Refinancing Debt, after the date 91 days after such Indebtedness was incurred latest final maturity date); (provided H) Refinancing Debt may rank pari passu or junior in right of payment with the remaining Revolving Credit Commitments, Revolving Credit Loans and/or Term Loans or may be unsecured so long as the holders of any Refinancing Debt that are subordinated in right of payment are subject to a certificate of a Responsible Officer of Lead Borrower delivered subordination agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower; (I) any Refinancing Debt that is secured, may be secured by the Collateral on a pari passu or junior basis, so long as (A) the holders of any Refinancing Notes (or a duly authorized agent on their behalf) or any junior lien Refinancing Debt are subject to an intercreditor agreement in good faith at least five Business Days prior form and substance reasonably satisfactory to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice and (B) any Refinancing Debt is (x) not secured by any assets that do not also constitute Collateral and (y) secured pursuant to Lead Borrower of an objection during security documentation that is, taken as a whole, not materially more restrictive to the Loan Parties than the Collateral Documents; (J) such five Business Day period Refinancing Debt shall not be secured by (including i) Liens on assets other than assets securing the Indebtedness or Commitments being Refinanced or (ii) Liens having a reasonable description of higher priority than the basis upon Liens, if any, securing the Indebtedness or Commitments being Refinanced; (K) no Restricted Subsidiary is a borrower or a guarantor with respect to such Refinancing Debt unless such Restricted Subsidiary is a Loan Party which it objects))shall have previously or substantially concurrently guaranteed, or shall be a borrower with respect to, the Secured Obligations; and (L) no existing Lender shall be required to provide any Refinancing Debt. (bii) Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Debt be made, which shall be a date reasonably acceptable to the Administrative Agent. (iii) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee Assignee of Term Loans pursuant to Section 10.06 to provide all or a portion of the Refinancing Term Loans (each a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Refinancing Term Loan Series of Refinancing Term LoansLoans made to the Borrower. (civ) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.18(a2.19(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead the Borrower) and hereby waive the requirements of this Agreement (including Section 2.13 and Section 10.01) or any other Credit Loan Document that may otherwise prohibit such Refinancing or any other transaction contemplated by this Section 2.18(a2.19(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be substantially consistent with the provisions set forth in Section 2.18(a2.19(a)(i). The Refinancing Notes shall be established pursuant to documentation which shall be substantially consistent with the provisions set forth in Section 2.19(a)(i). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead the Borrower, to effect the provisions of this Section 2.18 2.19(a), including in order to establish new tranches or sub-tranches in respect of the Refinancing Term Loans and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a2.07(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term LoansRefinanced; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term LoansRefinanced). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments Refinancing Amendments with the Borrowers Borrower to effect the foregoing. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of conditions substantially consistent with the conditions in Section 4.02 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 substantially consistent with those delivered on the Closing Date (conformed as appropriate) 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 satisfactory to the Administrative Agent 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 Loan is provided with the benefit of the applicable Loan Documents. (v) The Administrative Agent is authorized to enter into any applicable intercreditor agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) and to take all actions (and execute all documents) reasonably required (or otherwise deemed reasonably advisable by the Administrative Agent) in connection with the incurrence by any Loan Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and the parties hereto acknowledge that any such intercreditor agreement will be binding upon them. Each Lender (i) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any applicable intercreditor agreement and (ii) hereby authorizes and instructs the Administrative Agent to enter into any applicable intercreditor agreement (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements) in connection with the incurrence by any Loan Party of any Refinancing Debt, in order to permit such Refinancing Debt to be secured by a valid, perfected lien and to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof.

Refinancing Term Loans. (a) Lead Borrower The Company may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loan commitments under this Agreement (the “Refinancing Term Loan Commitments” and any loans made thereunder, the “Refinancing Term Loans”), which refinanceto repay any Term Loan or repay, renew, replace, defease redeem or refund all repurchase any Pari Passu Notes or any portion to fund Cash Collateral for letters of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not credit permitted to be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence 6.01(f) outstanding under the relevant subclauses of Section 2.15this Agreement. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower the Company proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the Weighted Average Life to Maturity borrowing of such Refinancing Term Loans on the Refinancing Effective Date, no Event of Default or Default shall have occurred and be continuing; (ii) (x) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date, the Company and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis to such borrowing, with the Financial Performance Covenant, regardless of whether there is any Revolving Credit Facility Exposure at such time, or (y) the First Lien Senior Secured Leverage Ratio, after giving effect on a Pro Forma Basis to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date and the use of proceeds thereof, shall not be increased as a result of such transaction; (iii) no Lender under this Agreement shall be obligated to provide any portion of such Refinancing Term Loan Commitments; (iv) all fees and expenses owing to the Agents and the Lenders with respect to such Refinancing Term Loan Commitments shall have been paid; (v) (x) the average life to maturity of all Refinancing Term Loans under such Refinancing Term Loan Commitments shall not be shorter than the then-remaining Weighted Average Life average life to Maturity maturity of all Classes of Term Loans or Credit-Linked Deposits being refinanced and (y) the applicable maturity date of all such Refinancing Term Loans under such Refinancing Term Loan Commitments shall be no shorter than the latest applicable maturity date of all of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans or Credit-Linked Deposits being refinanced;; and (iivi) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant applicable Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, Amendment may provide for amendments to the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans covenants that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable apply solely to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not under such Refinancing Term Loan Commitments; provided that such amended covenants may be materially no more favorable restrictive than the covenants applicable to the then outstanding Term Loans under this Agreement after giving effect to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Amendment. (b) The Borrowers Company may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan and any Lender that fails to respond to any such request shall be deemed to have declined to provide such Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Refinancing Term LoansLoans made to the same Borrower. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersCompany, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender (including any changes contemplated by Section 2.18(a9.08(d))). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without hereto. In connection with any Refinancing Term Loan Amendment, the consent of any other Lender Loan Parties and the Lenders hereby irrevocably authorize the Administrative Collateral Agent to shall enter into such amendments to this Agreement and the other Credit Collateral Documents as may be necessary or appropriate reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the reasonable opinion Refinancing Term Loans under the Refinancing Term Loan Commitments are provided with the benefit of the Administrative Agent applicable Collateral Documents on a pari passu basis with the other Obligations and Lead Borrowershall deliver such other documents, to effect the provisions certificates and opinions of Section 2.18 including such technical amendments counsel in connection therewith as may be necessary or appropriate in connection therewith and to adjust reasonably requested by the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingCollateral Agent.

Refinancing Term Loans. (a) Lead The Borrower may at any time and from time to time time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”); provided that: (i) the proceeds of such Refinancing Term Loans shall be used, which refinanceconcurrently or substantially concurrently with the incurrence thereof, renew, replace, defease or refund solely to refinance all or any portion of one or more Tranches any outstanding Term Loans; (ii) each Class of Refinancing Term Loans under this Agreement selected by Lead Borrowershall be in an aggregate amount of not less than $10,000,000 (or such other amount necessary to repay any Class of outstanding Term Loans in full); provided, that (iii) such Refinancing Term Loans may not shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of Term Loans to be refinanced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iv) the final maturity date of such Refinancing Term Loans shall be later than the maturity date of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced;; -91- (v) (iiA) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Refinancing Term Loans shall have pricing (including interest ratesbe as agreed between the Borrower and the Refinancing Term Lenders so long as, fees and premiums), amortization, optional prepayment, in the case of any mandatory prepayment (so long as provisions, such Refinancing Term Loans are Lenders do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding such prepayments as compared to Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing holding Term Loans shall not to be guaranteed by any Person other than Holdings, refinanced and (B) the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Borrower and the lenders providing such Refinancing Term Loans, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing any Term Loans or otherwise reasonably satisfactory to then outstanding under this Agreement (as determined by the Administrative AgentBorrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as then applicable to any term loan facility hereunder or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred other Lenders; (provided vi) no existing Lender shall be required to provide any Refinancing Term Loans; (vii) no Refinancing Term Loans shall be guaranteed by any Person that is not a certificate Subsidiary Loan Party or secured by any asset that is not Collateral; and (viii) the Refinancing Term Loans shall rank pari passu in right of a Responsible Officer payment and of Lead Borrower delivered security with the existing Loans, on terms and pursuant to documentation applicable to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Term Loans being refinanced. (b) The Borrowers may approach any Lender or any other Person Each such notice shall specify (x) the date (each, a “Refinancing Term Effective Date”) on which the Borrower proposes that would the Refinancing Term Loans be made, which shall be a Business Day and (y) the identity of the Persons (each of which shall be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide ) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Borrower in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.22 shall supersede any provisions in Section 2.18 or Section 9.02 to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a)contrary. The Refinancing Term Loans shall be established pursuant to documented by an amendment to this Agreement among Holdings, Additional Credit Extension Amendment executed by the Borrowers, Persons providing the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without Persons specified in the consent definition of any Additional Credit Extension Amendment but no other Lender existing Lender), and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Lead the Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing2.22.

Refinancing Term Loans. (a) Lead Borrower The Borrowers may at any time and from time to time time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans under this Agreement or an increase to an existing Class of Term Loans under this Agreement (“Refinancing Term Loans”); provided that: (i) the proceeds of such Refinancing Term Loans shall be used, which refinanceconcurrently or substantially concurrently with the incurrence thereof, renew, replace, defease or refund solely to refinance all or any portion of one or more Tranches any outstanding Term Loans; (ii) each Class of Refinancing Term Loans under this Agreement selected by Lead Borrowershall be in an aggregate amount of not less than $10,000,000 (or such other amount necessary to repay any Class of outstanding Term Loans in full); provided, that (iii) such Refinancing Term Loans may not shall be in an aggregate principal amount not greater than the aggregate principal amount outstanding of the Term Loans being refinancedto be refinanced plus any accrued interest, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discountspremiums, fees, commissions costs and expenses incurred in connection with the Refinancing Term Loansrelated thereto (including any OID or upfront fees); provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (iiv) the Weighted Average Life to Maturity final maturity date of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity maturity date of the Term Loans being refinanced refinanced, and the weighted average life to maturity of such Refinancing Term Loans shall not have a final stated be shorter than the then remaining weighted average life to maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the each Class of Term Loans being refinanced;; (v) (iiA) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such Refinancing Term Loans shall have pricing (including interest ratesbe as agreed between the Applicable Borrower and the Refinancing Term Lenders so long as, fees and premiums), amortization, optional prepayment, in the case of any mandatory prepayment (so long as provisions, such Refinancing Term Loans are Lenders do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding such prepayments as compared to Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing holding Term Loans shall not to be guaranteed by any Person other than Holdings, refinanced and (B) the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Applicable Borrower and such Refinancing Term Lenders, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Loan Lenders, Lenders than the related provisions those applicable to the existing any Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)).Loans (b) The Borrowers may approach any Lender or any other Person Each such notice shall specify (x) the date (each, a “Refinancing Term Effective Date”) on which the Applicable Borrower proposes that would the Refinancing Term Loans be made, which shall be a Business Day and (y) the identity of the Persons (each of which shall be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Applicable Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Term Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide ) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Applicable Borrower in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.20 shall supersede any provisions in Section 11.12 to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a)contrary. The Refinancing Term Loans shall be established pursuant to documented by an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and Additional Credit Extension Amendment executed by the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Applicable Borrower and the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into Additional Credit Extension Amendment may provide for such amendments to this Agreement and the other Credit Loan Documents as may be necessary or appropriate appropriate, in the reasonable opinion of the Administrative Agent and Lead the Applicable Borrower, to effect the provisions of this Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing2.20.

Refinancing Term Loans. (a) Lead The Parent Borrower may at any time and from time to time by written notice to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Credit Agreement or an increase to an existing Class of term loans under this Credit Agreement (in each case, “Refinancing Term Loans”), which refinance, renew, replace, defease ) or refund all or any portion of one or more Tranches series of Term Loans under this Agreement selected by Lead Borrowerdebt securities or term loans (“Refinancing Notes/Loans”; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection together with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to , the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective DateDebt”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent); provided that: (i) the proceeds of such Refinancing Debt shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of $5.0 million or any whole multiple of $1.0 million in excess thereof (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Debt shall be in an aggregate principal amount not greater than the aggregate principal amount of Term Loans to be refinanced plus any accrued interest, fees, costs, premiums and expenses related thereto (including any original issue discount or upfront fees); (iv) the final maturity date of such Refinancing Debt shall be later than the maturity date of the Term Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans Debt shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiA) such Refinancing Term Loans shall have pricing (including the pricing, interest ratesrate margins, rate floors, discounts, fees and premiums), amortization, optional prepayment, and mandatory prepayment or redemption provisions (including premiums, if any) applicable to such Refinancing Debt shall be as agreed between the Parent Borrower and the providers of such Refinancing Debt so long as as, in the case of any mandatory prepayment or redemption provisions, the providers of such Refinancing Term Loans are Debt do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms such prepayments as may be agreed compared to by the Borrowers and the relevant Refinancing Term Loan Lenders being refinanced and (as defined below); (iiiB) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Parent Borrower and the lenders providing such Refinancing Debt, shall not be materially more favorable restrictive (when taken as a whole) to the Refinancing Term Loan Lenders, Parent Borrower and its Restricted Subsidiaries than the related provisions those applicable to the existing any Class of Term Loans or otherwise reasonably satisfactory to then outstanding under this Credit Agreement, as determined by the Administrative AgentParent Borrower in good faith, except to the extent such covenants and other terms apply solely to any period after the Latest Final Maturity Date as applicable under this Credit Agreement (after giving effect to such Refinancing Debt) or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred (other Lenders; provided that it is understood and agreed that Refinancing Debt may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries); provided, further, that to the extent that any financial maintenance covenant is added for the benefit of such Refinancing Debt that applies prior to the Final Maturity Date hereunder, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all Lenders (after giving effect to such Refinancing Debt); (vi) no existing Lender shall be required to provide any Refinancing Debt; and (vii) (A) the Refinancing Term Loans shall rank pari passu in right of payment and security with the existing Term B-23 Loans and (B) the Refinancing Notes/Loans may be (x) secured by Collateral on a certificate pari passu basis with the existing Term B-23 Loans, (y) secured by Collateral on a junior lien basis to the existing Term B-23 Loans or (z) unsecured; provided, further, that in the case of clause (x) or clause (y), the holders of such Refinancing Notes/Loans or their representative is or becomes party to a Responsible Officer of Lead Borrower delivered customary intercreditor agreement reasonably satisfactory to the Administrative Agent in good faith at least five Business Days prior and the Parent Borrower and all such Liens are subject to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))intercreditor agreement. (b) The Borrowers may approach any Lender or any other Each such notice shall specify (x) the date (each, a “Refinancing Effective Date”) on which the Parent Borrower proposes that the Refinancing Debt be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) in the case of Refinancing Term Loans, the identity of the Persons (each of which shall be a Person that would be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Parent Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans (to be provided by each such Person. On each Refinancing Effective Date, each Person with a “commitment for a Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Notes/Loans may elect or decline, in its sole discretion, to provide shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Parent Borrower, and/or purchase Refinancing Notes/Loans from the Parent Borrower, in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.18 shall supersede any provisions in Section 2.12 or Section 11.01 to the transactions contemplated by Section 2.18(a) contrary (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium but shall be in respect addition to and not in lieu of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements second paragraph of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a11.01). The Refinancing Term Loans shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Refinancing Term Loans (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Credit Agreement among Holdingsand the other Credit Documents as may be necessary or appropriate, in the Borrowers, reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.18. The Refinancing Term Loan Lenders providing such Refinancing Term Notes/Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) be established pursuant to documentation which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. Subject only to the satisfaction or waiver of the conditions set forth in Section 6 hereof, on the Fourth Amendment Effective Date: (a) Lead Borrower may from time The 2020 Refinancing Term Lender agrees to time by written notice make to the Administrative Agent elect to request Borrower on the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Fourth Amendment Effective Date 2020 Refinancing Term Loans may not be denominated in U.S. Dollars in an aggregate amount greater than equal to the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the 2020 Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Lender’s 2020 Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Commitment. (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment parties hereto acknowledge and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (includingagree that, for the avoidance of doubt, with respect to the payment of interest, fees, amortization or premium in respect of the 2020 Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of Loans, this Agreement or any other shall constitute a “Refinancing Amendment” under the Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Documents. (c) On the Fourth Amendment Effective Date, the Borrower shall prepay in full the Existing Term Loans shall by (i) paying or causing to be established pursuant paid to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and immediately available funds in an aggregate amount equal to the excess of (1) the Existing Term Loan Prepayment Amount (as defined below), minus (2) the 2020 Refinancing Term Loan Lenders providing Funding Amount (as defined below) (such Refinancing Term Loans (a excess, the “Refinancing Term Loan AmendmentBorrower Cash Payment Amount”) and (which shall not require the consent of any other Lenderii) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize directing the Administrative Agent to enter into amendments apply the gross proceeds of the 2020 Refinancing Term Loans made pursuant to clause (a) above (such amount, the “2020 Refinancing Term Loan Funding Amount”), along with the Borrower Cash Payment Amount, to prepay in full the Existing Term Loans. The term “Existing Term Loan Prepayment Amount” shall mean the sum of (I) the aggregate principal amount of the Existing Term Loans outstanding on the Fourth Amendment Effective Date immediately before giving effect to this Agreement Agreement, plus (II) all accrued and unpaid interest and fees on the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Existing Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lendersto, but not including, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingFourth Amendment Effective Date.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches ) to refinance an outstanding Class of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; (ii) such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Term B-2 Loans being refinanced and at the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements time of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below)refinancing; (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to of the Administrative Agent, applicable Class except to the extent such covenants and other terms apply solely to any period after the Latest Maturity latest final maturity of all Classes of Term Loans and Revolving Commitments in effect on the Refinancing Effective Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days immediately prior to the incurrence borrowing of such Indebtedness, together Refinancing Term Loans; (iv) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with a reasonably detailed description the benefit of the material terms applicable Collateral Documents and conditions shall deliver such other documents, certificates and opinions of such Indebtedness or drafts counsel in connection therewith as may be requested by the Collateral Agent; and (v) the Net Proceeds of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), Refinancing Term Loans shall be conclusive evidence that such terms and conditions satisfy such requirement unless applied to the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description repayment of the basis upon which it objects)then outstanding Term Loans in accordance with Section 2.05(b). (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 10.07 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Term Loans made to the Borrower that were Refinancing Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of hereto. (d) This Section 2.15 shall supersede any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable 2.13 or 10.01 to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (a) Lead Borrower may from time Subject to time by written notice and upon the terms and conditions set forth herein, each Refinancing Term Lender severally agrees to make, on the Administrative Agent elect to request Amendment No. 6 Closing Date (as defined below), a Refinancing Loan (the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”)) in Dollars to the Borrower (or, which refinance, renew, replace, defease or refund all or any portion in the case of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such a Converting Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders Lender (as defined below); , convert, exchange or roll its Refinanced Term Loan (iiias defined below) for a Refinancing Term Loan in an equal principal amount) on the Amendment No. 6 Closing Date in an aggregate principal amount equal to the commitment amount set forth next to such Refinancing Term Loans shall not be guaranteed by any Person other than HoldingsLender’s name in Schedule 1, the Borrowers or a Subsidiary Guarantor; Part A hereto (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of Lender making its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lendersin cash) or Schedule 1, than Part B hereto (in the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to case of any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Lender converting, exchanging or rolling its Refinanced Term Loan Lender”); provided that any Lender offered to or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide for a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a ), under the caption “Refinancing Term Loan SeriesCommitment” (the “Refinancing Term Commitment”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to on the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions terms set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a)Agreement. Each Refinancing Term Commitment will terminate in full upon the making of the related Refinancing Term Loan Amendment shall (or conversion, exchange or roll of the related Refinanced Term Loan, as applicable). Refinancing Term Loans borrowed under this Section 2 and subsequently repaid or prepaid may not be binding on the Lendersreborrowed. In addition, the Administrative Agent, each Refinancing Term Lender waives its right to any compensation pursuant to Section 2.11(b) of the Credit Parties party thereto and Agreement with respect to the other parties hereto without the consent prepayment, exchange, roll or conversion of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing its Refinanced Term Loans; provided that no such amendment . For the purposes hereof, “Refinanced Term Loans” shall reduce the pro rata share of any such payment that would have otherwise been payable mean all Loans outstanding immediately prior to the Lenders, the Term Loans effectiveness of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingthis Agreement.

Refinancing Term Loans. (a) Lead The Parent Borrower may at any time and from time to time by written notice to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Credit Agreement or an increase to an existing Class of term loans under this Credit Agreement (in each case, “Refinancing Term Loans”), which refinance, renew, replace, defease ) or refund all or any portion of one or more Tranches series of Term Loans under this Agreement selected by Lead Borrowerdebt securities or term loans (“Refinancing Notes/Loans”; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection together with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to , the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective DateDebt”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent); provided that: (i) the proceeds of such Refinancing Debt shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of $5.0 million or any whole multiple of $1.0 million in excess thereof (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Debt shall be in an aggregate principal amount not greater than the aggregate principal amount of Term Loans to be refinanced plus any accrued interest, fees, costs, premiums and expenses related thereto (including any original issue discount or upfront fees); (iv) the final maturity date of such Refinancing Debt shall be later than the maturity date of the Term Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans Debt shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiA) such Refinancing Term Loans shall have pricing (including the pricing, interest ratesrate margins, rate floors, discounts, fees and premiums), amortization, optional prepayment, and mandatory prepayment or redemption provisions (including premiums, if any) applicable to such Refinancing Debt shall be as agreed between the Parent Borrower and the providers of such Refinancing Debt so long as as, in the case of any mandatory prepayment or redemption provisions, the providers of such Refinancing Term Loans are Debt do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms such prepayments as may be agreed compared to by the Borrowers and the relevant Refinancing Term Loan Lenders being refinanced and (as defined below); (iiiB) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Parent Borrower and the lenders providing such Refinancing Debt, shall not be materially more favorable restrictive (when taken as a whole) to the Refinancing Term Loan Lenders, Parent Borrower and its Restricted Subsidiaries than the related provisions those applicable to the existing any Class of Term Loans or otherwise reasonably satisfactory to then outstanding under this Credit Agreement, as determined by the Administrative AgentParent Borrower in good faith, except to the extent such covenants and other terms apply solely to any period after the Latest Final Maturity Date as applicable under this Credit Agreement (after giving effect to such Refinancing Debt) or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred (other Lenders; provided that it is understood and agreed that Refinancing Debt may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries); provided, further, that to the extent that any financial maintenance covenant is added for the benefit of such Refinancing Debt that applies prior to the Final Maturity Date hereunder, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of all Lenders (after giving effect to such Refinancing Debt); (vi) no existing Lender shall be required to provide any Refinancing Debt; and (vii) (A) the Refinancing Term Loans shall rank pari passu in right of payment and security with the existing Term B-4 Loans and (B) the Refinancing Notes/Loans may be (x) secured by Collateral on a certificate pari passu basis with the existing Term B-4 Loans, (y) secured by Collateral on a junior lien basis to the existing Term B-4 Loans or (z) unsecured; provided, further, that in the case of clause (x) or clause (y), the holders of such Refinancing Notes/Loans or their representative is or becomes party to a Responsible Officer of Lead Borrower delivered customary intercreditor agreement reasonably satisfactory to the Administrative Agent in good faith at least five Business Days prior and the Parent Borrower and all such Liens are subject to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))intercreditor agreement. (b) The Borrowers may approach any Lender or any other Each such notice shall specify (x) the date (each, a “Refinancing Effective Date”) on which the Parent Borrower proposes that the Refinancing Debt be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) in the case of Refinancing Term Loans, the identity of the Persons (each of which shall be a Person that would be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Parent Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans (to be provided by each such Person. On each Refinancing Effective Date, each Person with a “commitment for a Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Notes/Loans may elect or decline, in its sole discretion, to provide shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Parent Borrower, and/or purchase Refinancing Notes/Loans from the Parent Borrower, in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.18 shall supersede any provisions in Section 2.12 or Section 11.01 to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium contrary but shall be in respect addition to and not in lieu of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements second paragraph of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a11.01). The Refinancing Term Loans shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Refinancing Term Loans (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Credit Agreement among Holdingsand the other Credit Documents as may be necessary or appropriate, in the Borrowers, reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.18. The Refinancing Term Loan Lenders providing such Refinancing Term Notes/Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) be established pursuant to documentation which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loan commitments under this Agreement (the “Refinancing Term Loan Commitments” and any loans made thereunder, the “Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or to repay any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15Loan. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the Weighted Average Life to Maturity borrowing of such Refinancing Term Loans on the Refinancing Effective Date, no Event of Default or Default shall have occurred and be continuing; (ii) no Lender under this Agreement shall be obligated to provide any portion of such Refinancing Term Loan Commitments; (iii) all fees and expenses owing to the Agent and the Lenders with respect to such Refinancing Term Loan Commitments shall have been paid; (iv) (x) the average life to maturity of all Refinancing Term Loans under such Refinancing Term Loan Commitments shall not be shorter than the then-remaining Weighted Average Life average life to Maturity maturity of all Classes of Term Loans being refinanced and (y) the applicable maturity date of all such Refinancing Term Loans under such Refinancing Term Loan Commitments shall be no shorter than the latest applicable maturity date of all of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral;; and (v) all other terms the applicable Refinancing Term Loan Amendment may provide for amendments to the covenants that apply solely to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not under such Refinancing Term Loan Commitments; provided that such amended covenants may be materially no more favorable restrictive than the covenants applicable to the then outstanding Term Loans under this Agreement after giving effect to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))Amendment. (b) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) Class of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Class of Refinancing Term LoansLoans made to the same Borrower. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the BorrowersBorrower, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender (including any changes contemplated by Section 2.18(a9.08(d))). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without hereto. In connection with any Refinancing Term Loan Amendment, the consent of any other Lender Loan Parties and the Lenders hereby irrevocably authorize the Administrative Agent to shall enter into such amendments to this Agreement and the other Credit Collateral Documents as may be necessary or appropriate in the reasonable opinion of reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans under the Refinancing Term Loan Commitments are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and Lead Borrowershall deliver such other documents, to effect the provisions certificates and opinions of Section 2.18 including such technical amendments counsel in connection therewith as may be necessary or appropriate in connection therewith and to adjust reasonably requested by the amortization schedule Administrative Agent. (d) For the avoidance of doubt, this Section 2.23 supercedes any provision in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable 2.18 to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingcontrary.

Refinancing Term Loans. (a) Lead The Parent Borrower may at any time and from time to time by written notice to time, with the consent of the Administrative Agent elect (not to be unreasonably withheld or delayed), request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Credit Agreement or an increase to an existing Class of term loans under this Credit Agreement (in each case, “Refinancing Term Loans”), which refinance, renew, replace, defease ) or refund all or any portion of one or more Tranches series of Term Loans under this Agreement selected by Lead Borrowerdebt securities or term loans (“Refinancing Notes/Loans”; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection together with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to , the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective DateDebt”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent); provided that: (i) the proceeds of such Refinancing Debt shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of $5.0 million or any whole multiple of $1.0 million in excess thereof (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Debt shall be in an aggregate principal amount not greater than the aggregate principal amount of Term Loans to be refinanced plus any accrued interest, fees, costs, premiums and expenses related thereto (including any original issue discount or upfront fees); (iv) the final maturity date of such Refinancing Debt shall be later than the maturity date of the Term Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans Debt shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiv) such Refinancing Term Loans shall have pricing (including interest ratesA) the pricing, rate floors, discounts, fees and premiums), amortization, optional prepayment, and mandatory prepayment or redemption provisions (including premiums, if any) applicable to such Refinancing Debt shall be as agreed between the Parent Borrower and the providers of such Refinancing Debt so long as as, in the case of any mandatory prepayment or redemption provisions, the providers of such Refinancing Term Loans are Debt do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms such prepayments as may be agreed compared to by the Borrowers and the relevant Refinancing Term Loan Lenders being refinanced and (as defined below); (iiiB) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, covenants and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Parent Borrower and the lenders providing such Refinancing Debt, shall not be more favorable (when taken as a whole, shall not be materially more favorable ) to the providers of Refinancing Term Loan Lenders, Debt than the related provisions those applicable to the existing any Class of Term Loans or otherwise reasonably satisfactory to then outstanding under this Credit Agreement, as determined by the Administrative AgentParent Borrower in good faith, except to the extent such covenants and other terms apply solely to any period after the Latest Final Maturity Date as applicable under this Credit Agreement (before giving effect to the Refinancing Debt) or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred (other Lenders; provided that it is understood and agreed that Refinancing Debt may be guaranteed by Subsidiaries that are Domestic Credit Parties (but not other Subsidiaries); (vi) no existing Lender shall be required to provide any Refinancing Debt; and Section Page (vii) (A) the Refinancing Term Loans shall rank pari passu in right of payment and security with the existing Term B-1 Loans and (B) the Refinancing Notes/Loans may be (x) secured by Collateral on a certificate pari passu basis with the existing Term B-1 Loans, (y) secured by Collateral on a junior lien basis to the existing Term B-1 Loans or (z) unsecured; provided, further, that in the case of clause (x) or clause (y), the holders of such Refinancing Notes/Loans or their representative is or becomes party to a Responsible Officer of Lead Borrower delivered customary intercreditor agreement reasonably satisfactory to the Administrative Agent in good faith at least five Business Days prior and the Parent Borrower and all such Liens are subject to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))intercreditor agreement. (b) The Borrowers may approach any Lender or any other Each such notice shall specify (x) the date (each, a “Refinancing Effective Date”) on which the Parent Borrower proposes that the Refinancing Debt be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) in the case of Refinancing Term Loans, the identity of the Persons (each of which shall be a Person that would be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Parent Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans (to be provided by each such Person. On each Refinancing Effective Date, each Person with a “commitment for a Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Notes/Loans may elect or decline, in its sole discretion, to provide shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Parent Borrower, and/or purchase Refinancing Notes/Loans from the Parent Borrower, in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.18 shall supersede any provisions in Section 2.12 or Section 11.01 to the transactions contemplated by Section 2.18(a) contrary (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium but shall be in respect addition to and not in lieu of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements second paragraph of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a11.01). The Refinancing Term Loans shall be established pursuant to documented by an amendment Additional Credit Extension Amendment executed by the Persons providing the Refinancing Term Loans (and the other Persons specified in the definition of Additional Credit Extension Amendment but no other existing Lender), and the Additional Credit Extension Amendment may provide for such amendments to this Credit Agreement among Holdingsand the other Credit Documents as may be necessary or appropriate, in the Borrowers, reasonable opinion of the Administrative Agent and the Parent Borrower, to effect the provisions of this Section 2.18. The Refinancing Term Loan Lenders providing such Refinancing Term Notes/Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) be established pursuant to documentation which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.

Refinancing Term Loans. (a) Lead Borrower The Borrowers may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches tranches of Term Loans term loans denominated in Dollars under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing to refinance outstanding Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes the Borrowers propose that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 6.2 shall be satisfied; (ii) such Refinancing Term Loans shall mature no earlier than, and the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the U.S. Term Loans being refinanced and at the Refinancing Term Loans time of such refinancing (or if longer, shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject minimum Weighted Average Life to customary conditions, Maturity required pursuant to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant previously established Refinancing Term Loan Lenders (as defined belowAmendment or Term Loan Extension Amendment); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except other than provisions relating to original issue discount, upfront fees and interest rates which shall be as set forth above)agreed between the applicable Borrower and the Lenders providing such Refinancing Term Loans) shall be substantially identical to, taken as a whole, shall not be materially more or less favorable to the Lenders providing such Refinancing Term Loan LendersLoans than, than the related provisions those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as latest final maturity of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to Term Loans and Revolving Commitments in effect on the Administrative Agent in good faith at least five Business Days Refinancing Effective Date immediately prior to the incurrence borrowing of such Indebtedness, together Refinancing Term Loans; (iv) the Loan Parties and the Collateral Agent shall enter into such amendments to the Security Documents as may be requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with a reasonably detailed description the benefit of the material terms applicable Security Documents and conditions shall deliver such other documents, certificates and opinions of such Indebtedness or drafts counsel in connection therewith as may be requested by the Collateral Agent; and (v) the Net Cash Proceeds of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), Refinancing Term Loans shall be conclusive evidence that such terms and conditions satisfy such requirement unless applied to the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description repayment of the basis upon which it objects)then outstanding U.S. Term Loans in accordance with Section 4.2(b). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans a permitted Assignee pursuant to Section 11.6 to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall shall, unless specified to be an increase in any previously established Facility, be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Series of Refinancing Term LoansLoans made to the Borrowers. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoinghereto.

Refinancing Term Loans. (a) Lead Borrower may from time to time by written notice Subject to the Administrative Agent elect terms and conditions set forth herein and in the Credit Agreement, each Refinancing Term Lender agrees, severally and not jointly, to request the establishment of one or more additional Tranches of make Refinancing Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that to the Borrower on the Second Amendment Effective Date in the amount set forth opposite such Refinancing Term Loans may not be in an amount greater than Lender’s name on Schedule I hereto. (b) Each of the parties hereto hereby agrees that notwithstanding that the aggregate principal amount of the Refinancing Term Loans being refinancedexceeds the aggregate principal amount of the outstanding Term Loans refinanced with the proceeds thereof, renewedall such Refinancing Term Loans shall constitute Refinancing Term Loans under Section 2.17 of the Credit Agreement. Unless the context shall otherwise require, replacedeach Refinancing Term Lender shall constitute a Refinancing Term Lender, defeased or refunded plus unpaid accrued interest a Tranche C Term Lender, a Term Lender and premium a Lender, and its Refinancing Term Loans shall constitute Refinancing Term Loans, Tranche C Term Loans, Term Loans and Loans, in each case for all purposes of the Credit Agreement (if anyas amended hereby) thereon and upfront feesthe other Loan Documents. (c) Unless previously terminated, original issue discountthe Refinancing Term Commitments shall terminate upon the making of the Refinancing Term Loans on the Second Amendment Effective Date. (d) The proceeds of the Refinancing Term Loans shall be used by the Borrower solely to repay in full all outstanding Tranche C Term Loans and all outstanding Tranche B Term Loans, underwriting discountstogether with all amounts required to be paid by it in connection therewith, fees, commissions to pay fees and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingfor general corporate purposes.

Refinancing Term Loans. (ai) Lead The Borrower may from time to time by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of (collectively, “Refinance”) one or more Tranches Classes of Term Loans and/or Revolving Credit Commitments (and Revolving Credit Loans thereunder) under this Agreement selected by Lead BorrowerAgreement; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans and/or Revolving Credit Commitments being refinanced, renewed, replaced, defeased or refunded Refinanced plus unpaid accrued interest interest, fees, expenses and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three five (35) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: (iA) the Weighted Average Life to Maturity of such Refinancing Term Loans shall not be shorter than the then remaining Weighted Average Life to Maturity of the Class or Classes of Term Loans being refinanced Refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements of this clause (i)) before the Maturity Date applicable to of the Term Loans and/or the Maturity Date of the Revolving Credit Commitments being refinancedRefinanced; (iiB) such the Refinancing Term Loans shall have pricing (including such interest rates, fees and fees, discounts, premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) prepayments and redemption terms as may be agreed to by among the Borrowers Borrower and the relevant Refinancing Term Loan Lenders (as defined below); (iii) providing such Refinancing Term Loans (provided such prepayment and redemption shall not be guaranteed by any Person on a pro rata or less than pro rata basis with other than Holdingsthen existing Classes requiring prepayments and/or redemptions); provided, the Borrowers or a Subsidiary Guarantor; (iv) that in the case of any such Refinancing Term Loans that are securedsecured equally and ratably with the Term B Loans, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms yield applicable to such Refinancing Term Loans (except after giving effect to all margin, interest rate floors, upfront fees or original issue discount payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) with respect to such Refinancing Term Loans) shall not be greater than the yield with respect to Term B Loans (including any margin, interest rate floors, upfront fees or original issue discount paid and payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) to the Lenders hereunder), plus 250 basis points per annum unless the interest rate with respect to the Term B Loans is increased so as set forth to cause the then applicable yield on the Term B Loans (including any margin, interest rate floors, upfront fees or original issue discount paid and payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) to the Lenders hereunder) to equal the yield then applicable to such Refinancing Term Loans (after giving effect to all margin, interest rate floors, upfront fees or original issue discount payable (based on a four (4)-year average life to maturity or, if less, the remaining life to maturity) with respect to such Refinancing Term Loans) minus 250 basis points; provided, further, that customary arrangement, commitment, structuring, underwriting and any amendment fees payable to the Arrangers (or their respective affiliates) or one or more arrangers of the Refinancing Term Loans under this Section 2.16 shall be excluded; provided, further, that if such Refinancing Term Loans include an interest rate floor greater than that applicable to the Term B Loans, such excess amount shall be equated to interest margin to the extent an increase in any interest rate floor applicable to the Term B Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to Term B Loans shall be increased by such excess amount; (C) other than as provided for in Section 2.16(a)(i)(B) above), the Refinancing Term Loans shall have terms and conditions agreed to by the Borrower and the lenders providing such Refinancing Term Loans, but shall be substantially the same as (or, taken as a whole, shall not be materially no more favorable to to, the lenders providing such Refinancing Term Loan Lenders, than the related provisions Loans than) those applicable to the existing then outstanding Term Loans or otherwise reasonably satisfactory to the Administrative Agentand/or Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date Date; (D) the proceeds of any Refinancing Term Loans shall be applied substantially concurrently with the incurrence thereof to the pro rata prepayment (and, as applicable, termination of Revolving Credit Commitments) of the date Class or Classes of Term Loans and/or Revolving Credit Commitments being Refinanced hereunder; (E) the Refinancing Term Loan Amendment shall set forth the principal installment payment dates of the Refinancing Term Loans, which dates may be delayed to later dates than the corresponding scheduled principal installment payment dates of the Term Loans being refinanced (with any such Indebtedness was incurred Refinancing of Term Loans resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.07(a)); and (F) the Loan Parties and the Administrative Agent shall (i) enter into such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to ensure that the Refinancing Term Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Secured Obligations (or, to the extent applicable, the Loan Parties and the Administrative Agent will enter into junior lien collateral documents without the consent of the Lenders so long as the Administrative Agent has been provided reasonably requested assurances that a certificate of a Responsible Officer of Lead Borrower delivered such documentation is not more restrictive than the Collateral Documents in any material respect) and (ii) deliver such other documents and certificates as may be reasonably requested by the Administrative Agent (including an intercreditor agreement reasonably satisfactory to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a extent reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)necessary). (bii) The Borrowers Borrower may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans Assignee to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that the Borrower shall offer to each Lender of Loans that are proposed to be Refinanced the opportunity to provide on the same terms offered to other Refinancing Lenders a portion of the Refinancing Term Loans which is equal to such Lender’s ratable share of all Loans that are proposed to be Refinanced and any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this AgreementAgreement and the selection of Refinancing Term Lenders shall be subject to any consent that would be required pursuant to Section 10.07(b) hereof; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) aboveAmendment, be designated as an increase in any previously established Tranche Refinancing Term Loan Series of Refinancing Term LoansLoans made to the Borrower. (ciii) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions set forth in Section 2.18(a)paragraph (i) above. Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans)hereto. The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers Borrower to effect the foregoing. Any Refinancing Term Loan made by a Term Loan Lender pursuant to a Refinancing Term Loan Amendment shall be deemed a “Term Loan” for all purposes of this Agreement and each Lender with a Refinancing Term Loan shall become a Lender with respect to such Refinancing Term Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Term Loans (including Refinancing Term Loans, Extended Term Loans and New Term Loans) which have more than five different scheduled final maturity dates or shall there be more than five different “Term Loan Facilities”.

Refinancing Term Loans. (a) Subject to the terms and conditions set forth herein (i) each Continuing Term Lender agrees to continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the First Amendment Effective Date) of its Existing Term Loans as a Refinancing Term Loan on the First Amendment Effective Date in a principal amount equal to such Continuing Term Lender’s Refinancing Term Loan Commitment (as defined below) and (ii) each Additional Term Lender agrees to make a Refinancing Term Loan on such date to the Company in a principal amount equal to such Additional Term Lender’s Refinancing Term Loan Commitment. For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and a Refinancing Term Lender as of the First Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the First Amendment Effective Date, a Lender Addendum (Additional Term Lender) in its capacity as a Refinancing Term Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by the Lead Borrower Arranger. (b) Each Additional Term Lender will make its Refinancing Term Loan on the First Amendment Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.02 of the Credit Agreement, an amount equal to its Refinancing Term Loan Commitment. The “Refinancing Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the First Amendment Effective Date (or such lesser amount as notified to such Lender by the Administrative Agent prior to the First Amendment Effective Date), which shall be continued as an equal amount of Refinancing Term Loans, and (ii) of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the First Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its Refinancing Term Loan. The Refinancing Term Loans may from time to time be ABR Loans or Eurocurrency Loans, as determined by written notice the Company and notified to the Administrative Agent elect to request as contemplated by Sections 2.02 and 2.03 of the establishment of one or more additional Tranches of Credit Agreement. The Lenders having Existing Term Loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease or refund all or any portion of one or more Tranches of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred are prepaid in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable making of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered entitled to the Administrative Agent; provided that: (i) the Weighted Average Life to Maturity benefits of such Refinancing Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity Section 2.16 of the Credit Agreement with respect thereto. The Continuing Term Loans being refinanced and Lenders hereby waive the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements benefits of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (ii) such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment, mandatory prepayment (so long as such Refinancing Term Loans are not entitled to participate on a greater than pro rata basis in any mandatory prepayment than the then outstanding Term Loans) and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth above), taken as a whole, shall not be materially more favorable to the Refinancing Term Loan Lenders, than the related provisions applicable to the existing Term Loans or otherwise reasonably satisfactory to the Administrative Agent, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as Section 2.16 of the date such Indebtedness was incurred (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together Credit Agreement with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating respect thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects)). (b) The Borrowers may approach any Lender or any other Person that would be an Eligible Transferee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment and subject to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loans. (c) The Administrative Agent and the Lenders hereby consent obligation of each Refinancing Term Lender to the transactions contemplated make or acquire by Section 2.18(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the continuation Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive First Amendment Effective Date is subject to the requirements satisfaction of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a). The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among Holdings, the Borrowers, the Administrative Agent and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which shall not require the consent of any other Lender) which shall be consistent with the provisions conditions set forth in Section 2.18(a). Each 6 of this Amendment. (d) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “Term Loans” shall be deemed a reference to the Refinancing Term Loan Amendment shall be binding on Loans contemplated hereby, except as the Lenderscontext may otherwise require. Notwithstanding the foregoing, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Lender’s Existing Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoingsame extent expressly set forth therein.

Refinancing Term Loans. (a) Lead The Borrower may at any time and from time to time time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Tranches Classes of Term Loans term loans under this Agreement or an increase to an existing Class of term loans under this Agreement (“Refinancing Term Loans”), which refinance, renew, replace, defease ) or refund all or any portion of one or more Tranches series of Term Loans under this Agreement selected by Lead Borrower; provided, that such Refinancing Term Loans may not be in an amount greater than the aggregate principal amount of the Term Loans being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium debt securities (if any) thereon and upfront fees, original issue discount, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans; provided that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 2.15 and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 2.15. Each such notice shall specify the date (each, a “Refinancing Effective DateNotes”) on which Lead Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent); provided that: (i) the proceeds of such Refinancing Term Loans and/or Refinancing Notes shall be used, concurrently or substantially concurrently with the incurrence thereof, solely to refinance all or any portion of any outstanding Term Loans; (ii) each Class of Refinancing Term Loans shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or such other amount necessary to repay any Class of outstanding Term Loans in full); (iii) such Refinancing Term Loans and/or Refinancing Notes shall be in an aggregate principal amount not greater than the aggregate principal amount of Term Loans to be refinanced plus any accrued interest, fees, costs and expenses related thereto (including any original issue discount or upfront fees); (iv) the final maturity date of such Refinancing Term Loans and/or Refinancing Notes shall be later than the Maturity Date of the Term Loans being refinanced, and the Weighted Average Life to Maturity of such Refinancing Term Loans and/or Refinancing Notes shall not be shorter longer than the then remaining Weighted Average Life to Maturity of the Term Loans being refinanced and the Refinancing Term Loans shall not have a final stated maturity (excluding for this purpose, interim loan financings that provide for automatic rollover, subject to customary conditions, to Indebtedness otherwise meeting the maturity requirements each Class of this clause (i)) before the Maturity Date applicable to the Term Loans being refinanced; (iiA) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Term Loans and/or Refinancing Notes shall have pricing (including interest ratesbe as agreed between the Borrower and the Refinancing Term Lenders and/or Refinancing Note Holders so long as, fees and premiums), amortization, optional prepayment, in the case of any mandatory prepayment (so long as or redemption provisions, such Refinancing Term Loans are Lenders and/or Refinancing Note Holders do not entitled to participate on a greater than pro rata basis in any mandatory prepayment than such prepayments as compared to Initial Lenders and (B) the then outstanding Term Loans) covenants and redemption terms as may be agreed to by the Borrowers and the relevant Refinancing Term Loan Lenders (as defined below); (iii) such Refinancing Term Loans shall not be guaranteed by any Person other than Holdings, the Borrowers or a Subsidiary Guarantor; (iv) in the case of any such Refinancing Term Loans that are secured, such Refinancing Term Loans are secured only by assets comprising Collateral, and not secured by any property or assets of Lead Borrower or any of its Subsidiaries other than the Collateral; (v) all other terms applicable to such Refinancing Term Loans (except as set forth aboveexcluding those terms described in the immediately preceding clause (A)), taken which shall be as a wholeagreed between the Borrower and the lenders providing such Refinancing Term Loans and/or Refinancing Note Holders, shall not be materially more favorable (when taken as a whole) to the Refinancing Term Loan Lenders, Lenders and/or Refinancing Note Holders than the related provisions those applicable to the existing any Class of Term Loans or otherwise reasonably satisfactory to then outstanding under this Agreement (as determined by the Administrative AgentBorrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date as (before giving effect to the Refinancing Term Loans and/or Refinancing Notes) or such covenants or other terms apply equally for the benefit of the date such Indebtedness was incurred other Lenders; (provided that a certificate of a Responsible Officer of Lead Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Lead Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in this clause (v), vi) no existing Lender shall be conclusive evidence that such terms required to provide any Refinancing Term Loans and/or Refinancing Notes; and (vii) the Refinancing Term Loans and/or Refinancing Notes shall rank pari passu in right of payment and conditions satisfy such requirement unless security with the Administrative Agent provides notice to Lead Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects))existing Term Loans. (b) The Borrowers may approach any Lender or any other Each such notice shall specify (x) the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans and/or Refinancing Notes be made, which shall be a date reasonably acceptable to the Administrative Agent and (y) in the case of Refinancing Term Loans, the identity of the Persons (each of which shall be a Person that would be an Eligible Transferee Assignee (for this purpose treating a Lender of Refinancing Term Loans to as if it were an assignee)) whom the Borrower proposes would provide all or a the Refinancing Term Loans and the portion of the Refinancing Term Loans to be provided by each such Person. On each Refinancing Effective Date, each Person with a commitment for a Refinancing Term Loan (each such Person, a “Refinancing Term Loan Lender”); provided that any Lender offered ) or approached to provide all or Refinancing Notes (each such Person, a portion of the “Refinancing Term Loans may elect or decline, in its sole discretion, to provide Note Holder”) shall make a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided Borrower, and/or purchase Refinancing Notes from the Borrower, in the applicable Refinancing Term Loan Amendment and subject a principal amount equal to the restrictions set forth in clause (a) above, be designated as an increase in any previously established Tranche of Term Loanssuch Person’s commitment therefor. (c) The Administrative Agent and the Lenders hereby consent This Section 2.18 shall supersede any provisions in Section 2.13 or Section 11.01 to the transactions contemplated by Section 2.18(a) contrary (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium but shall be in respect addition to and not in lieu of the Refinancing Term Loans on the terms specified by Lead Borrower) and hereby waive the requirements second paragraph of this Agreement or any other Credit Document that may otherwise prohibit any transaction contemplated by Section 2.18(a11.01). The Refinancing Term Loans shall be established pursuant to documented by an amendment Additional Borrowing Amendment executed by the Persons providing the Refinancing Term Loans (and the other Persons specified in the definition of Additional Borrowing Amendment but no other existing Lender), and the Additional Borrowing Amendment may provide for such amendments to this Agreement among Holdingsand the other Loan Documents as may be necessary or appropriate, in the Borrowers, reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.18. The Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) (which Notes shall not require the consent of any other Lender) be established pursuant to documentation which shall be consistent with the provisions set forth in Section 2.18(a). Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and Lead Borrower, to effect the provisions of Section 2.18 including such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 5.02(a) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans). The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrowers to effect the foregoing.