Common use of Refinancing Transactions Clause in Contracts

Refinancing Transactions. (a) Subject to the terms and conditions set forth herein, each Refinancing Term B Lender severally agrees to make a Refinancing Term B Loan to the Borrowers on the Second Amendment Effective Date in a principal amount equal to its Refinancing Term Commitment. The “Refinancing Term Commitment” of any Refinancing Term B Lender will be the amount set forth opposite such Refinancing Term B Lender’s name on Schedule 1 hereto. On the Second Amendment Effective Date, the proceeds of the Refinancing Term B Loans shall be applied to refinance in full the Existing Term B Loans (the “Refinancing”). (b) Each Existing Term B Lender that executes and delivers a signature page to this Second Amendment (a “Consent”) under the “Cashless Settlement Option” (each such lender, a “Cashless Option Lender”) hereby agrees, on the Second Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to exchange all (or such lesser amount as the Administrative Agent may allocate) of its Existing Term B Loans for Refinancing Term B Loans (which Existing Term B Loans shall thereafter no longer be deemed to be outstanding) under the Amended Credit Agreement, in the same aggregate principal amount as such Existing Term B Lender’s Existing Term B Loans under the Credit Agreement (or such lesser amount as the Administrative Agent may allocate; any such principal amount of Existing Term B Loans not allocated for exchange to Refinancing Term B Loans, the “Non-Allocated Term B Loans”), and such Existing Term B Lender shall thereafter be a Term B Lender under the Amended Credit Agreement. Each Term B Lender that shall not have executed a Consent hereto shall have its Existing Term B Loans repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Term B Loans to, but not including, the Second Amendment Effective Date and each Cashless Option Lender with Non- Allocated Term B Loans shall have its Non-Allocated Term B Loans outstanding immediately prior to the Second Amendment Effective Date repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Non-Allocated Term B Loans to, but not including, the Second Amendment Effective Date. (c) Each Cashless Option Lender shall, effective on the Second Amendment Effective Date, automatically become party to the Amended Credit Agreement as a Lender. Each Term B Lender under the Credit Agreement that executes and delivers a Consent agrees that (i) to the extent its Existing Term B Loans under the Credit Agreement are being repaid on the Second Amendment Effective Date it waives any amounts it may be entitled to under Section 2.06(a) of the Credit Agreement in connection with such repayment and (ii) such Cashless Option Lender shall not be entitled to any compensation under Section 3.05 of the Credit Agreement as a result of such repayment (it being acknowledged that the Interest Period for such Cashless Option Lender shall be reset as of the Second Amendment Effective Date as set forth in the Loan Notice delivered by the Lead Borrower on the Second Amendment Effective Date). (d) Each Refinancing Term B Lender party hereto and the Administrative Agent acknowledge that (i) the Lead Borrower hereby provides notice under Section 2.20(a) of the Credit Agreement of its request for Refinancing Term B Loans to refinance in full the Existing Term B Loans, (ii) all notice requirements set forth in Section 2.20(a) of the Credit Agreement with respect to such refinancing have been satisfied and (iii) notwithstanding Section 2.02(a) of the Credit Agreement, the Borrowers shall provide at least one Business Day notice for any Refinancing Term B Loans made on the Second Amendment Effective Date that are to be Eurocurrency Rate Loans.

Refinancing Transactions. (a) Subject to the terms and conditions set forth herein, each Refinancing Term B Lender severally agrees to make a Refinancing Tranche B Term B Loan to the Borrowers Borrower on the Second Amendment Effective Date in a principal amount equal to its Refinancing Term Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “Refinancing Term Commitment” of any Refinancing Term B Lender will be the amount set forth opposite such Refinancing Term B Lender’s name on Schedule 1 hereto. On the Second Amendment Effective Date, the proceeds of the Refinancing Tranche B Term B Loans shall be applied to refinance prepay in full the Existing Tranche B Term B Loans outstanding on the Second Amendment Effective Date (immediately prior to the refinancing contemplated by this Second Amendment (the “Refinancing”). ) (b) Each Existing Term B Lender that executes and delivers a signature page to this Second Amendment (a “Consent”) under the “Cashless Settlement Option” (each such lender, a “Cashless Option Lender”) hereby agrees, on the Second Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to exchange all (or such lesser amount as the Administrative Agent may allocate) of its Existing Tranche B Term B Loans for Refinancing Term B Loans (which Existing Term B Loans shall thereafter no longer be deemed to be outstanding) under the Amended Credit Agreement, in the same aggregate principal amount as such Existing Term B Lender’s Existing Term B Loans under the Credit Agreement (or such lesser amount as the Administrative Agent may allocate; any such principal amount of Existing Term B Loans not allocated for exchange to Refinancing Term B Loans, the “Non-Allocated Term B Loans”), and such Existing Term B Lender shall thereafter be a Term B Lender under the Amended Credit Agreement. Each Term B Lender that shall not have executed a Consent hereto shall have its Existing Term B Loans repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Term B Loans to, but not including, the Second Amendment Effective Date and each Cashless Option Lender with Non- Allocated Term B Loans shall have its Non-Allocated Term B Loans outstanding immediately prior to the Second Amendment Effective Date repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Non-Allocated Term B Loans to, but not including, the Second Amendment Effective Date. (c) Each Cashless Option Lender shall, effective on the Second Amendment Effective Date, automatically become party to the Amended Credit Agreement as a Lender. Each Term B Lender under the Credit Agreement that executes and delivers a Consent agrees that (i) to the extent its Existing Term B Loans under the Credit Agreement are being repaid on the Second Amendment Effective Date it waives any amounts it may be entitled to under Section 2.06(a) of the Credit Agreement in connection with such repayment and (ii) such Cashless Option Lender shall not be entitled to any compensation under Section 3.05 of the Credit Agreement as a result of such repayment (it being acknowledged that the Interest Period for such Cashless Option Lender shall be reset as of the Second Amendment Effective Date as set forth in the Loan Notice delivered by the Lead Borrower on the Second Amendment Effective Date). (d) Each Refinancing Term B Lender party hereto and the Administrative Agent hereby acknowledge that (i) the Lead Borrower hereby provides notice under Section 2.20(a2.26(a) of the Credit Agreement of its request for Refinancing Tranche B Term B Loans to refinance in full the Existing Tranche B Term B Loans, Loans and (ii) all notice requirements set forth in Section 2.20(a2.26(a) of the Credit Agreement with respect to such refinancing the Refinancing have been satisfied and (iii) notwithstanding satisfied. For the avoidance of doubt, there shall be no amount payable under Section 2.02(a2.13(c) of the Credit Agreement, Agreement in connection with the Borrowers shall provide at least one Business Day notice for any Refinancing Term B Loans made on or the Second Amendment Effective Date that are to be Eurocurrency Rate LoansPrepayment.

Refinancing Transactions. (a) Subject to the terms and conditions set forth herein, each 2021 Refinancing Term B Lender severally agrees to make a 2021 Refinancing Term B Loan to the Borrowers Company on the Second Amendment Effective Date in a principal amount equal to its 2021 Refinancing Term Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “2021 Refinancing Term Commitment” of any each 2021 Refinancing Term B Lender will be the amount set forth opposite such 2021 Refinancing Term B Lender’s name on Schedule 1 hereto. On the Second Amendment Effective Date, the proceeds of the 2021 Refinancing Term B Loans shall be applied to replace or refinance in full the Existing 2018 Refinancing Term B Loans outstanding on the Second Amendment Effective Date (immediately prior to the refinancing of the 2018 Refinancing Term Loans contemplated by this Second Amendment (the “Refinancing”). ) (b) Each the “Existing Term B Lender that executes and delivers a signature page to this Second Amendment (a “Consent”) under the “Cashless Settlement Option” (each such lender, a “Cashless Option Lender”) hereby agrees, on the Second Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to exchange all (or such lesser amount as the Administrative Agent may allocate) of its Existing Term B Loans for Refinancing Term B Loans (which Existing Term B Loans shall thereafter no longer be deemed to be outstanding) under the Amended Credit Agreement, in the same aggregate principal amount as such Existing Term B Lender’s Existing Term B Loans under the Credit Agreement (or such lesser amount as the Administrative Agent may allocate; any such principal amount of Existing Term B Loans not allocated for exchange to Refinancing Term B Loans, the “Non-Allocated Term B Loans”), and such Existing Term B Lender shall thereafter be a Term B Lender under the Amended Credit Agreement. Each Term B Lender that shall not have executed a Consent hereto shall have its Existing Term B Loans repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Term B Loans to, but not including, the Second Amendment Effective Date and each Cashless Option Lender with Non- Allocated Term B Loans shall have its Non-Allocated Term B Loans outstanding immediately prior to the Second Amendment Effective Date repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Non-Allocated Term B Loans to, but not including, the Second Amendment Effective Date. (c) Each Cashless Option Lender shall, effective on the Second Amendment Effective Date, automatically become party to the Amended Credit Agreement as a Lender. Each Term B Lender under the Credit Agreement that executes and delivers a Consent agrees that (i) to the extent its Existing Term B Loans under the Credit Agreement are being repaid on the Second Amendment Effective Date it waives any amounts it may be entitled to under Section 2.06(a) of the Credit Agreement in connection with such repayment and (ii) such Cashless Option Lender shall not be entitled to any compensation under Section 3.05 of the Credit Agreement as a result of such repayment (it being acknowledged that the Interest Period for such Cashless Option Lender shall be reset as of the Second Amendment Effective Date as set forth in the Loan Notice delivered by the Lead Borrower on the Second Amendment Effective Date). (d) Each Refinancing Term B Lender party hereto and the Administrative Agent hereby acknowledge that (i) the Lead Borrower Company hereby provides notice under Section 2.20(a) 2.19 of the Credit Agreement of its request for 2021 Refinancing Term B Loans to refinance or replace in full the Existing Term B Loans, Loans and (ii) all notice requirements set forth in Section 2.20(a) 2.19 of the Credit Agreement with respect to such refinancing the Refinancing have been satisfied and (iii) notwithstanding satisfied. For the avoidance of doubt, there shall be no amount payable under Section 2.02(a3.05(a) of the Credit AgreementAgreement in connection with the Refinancing. (b) Subject to the terms and conditions set forth herein, each 2021 Refinancing Revolving Credit Lender agrees to make 2021 Refinancing Revolving Credit Commitments available to the Borrowers shall provide at least one Business Day notice for any Refinancing Term B Loans made Company on the Second Amendment Effective Date that are Date. The “2021 Refinancing Revolving Credit Commitment” of each 2021 Refinancing Revolving Credit Lender will be the amount set forth opposite such 2021 Refinancing Revolving Credit Lender’s name on Schedule 1 hereto. Immediately upon the Second Amendment becoming effective on the Second Amendment Effective Date, the 2021 Refinancing Revolving Credit Commitments shall replace in full the Revolving Credit Commitments under the 2018 Revolving Credit Facility. The Administrative Agent may take whatever administrative actions it deems necessary and appropriate to reflect the foregoing in the Register. (c) On and after the Second Amendment Effective Date, each reference in the Loan Documents to “Term Loans” shall be deemed to be Eurocurrency Rate a reference to and include the 2021 Refinancing Term Loans made or deemed made (including by replacement) hereunder, and each reference to “Lenders” shall be deemed to include the 2021 Refinancing Term Lenders. Notwithstanding the foregoing but subject to the last sentence of Section 2(a), the provisions of the Credit Agreement with respect to indemnification, confidentiality, 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 Term Lender in respect of such Lender’s Existing Term Loans.

Refinancing Transactions. (a) Subject to the terms and conditions set forth herein, each 2018 Refinancing Term B Lender severally agrees to make a 2018 Refinancing Term B Loan to the Borrowers Company on the Second First Amendment Effective Date in a principal amount equal to its 2018 Refinancing Term Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “2018 Refinancing Term Commitment” of any each 2018 Refinancing Term B Lender will be the amount set forth opposite such 2018 Refinancing Term B Lender’s name on Schedule 1 hereto. On the Second First Amendment Effective Date, the proceeds of the 2018 Refinancing Term B Loans shall be applied to replace or refinance in full the Existing 2017 Refinancing Term B Loans outstanding on the First Amendment Effective Date (immediately prior to the refinancing contemplated by this First Amendment (the “Refinancing”). ) (b) Each the “Existing Term B Lender that executes and delivers a signature page to this Second Amendment (a “Consent”) under the “Cashless Settlement Option” (each such lender, a “Cashless Option Lender”) hereby agrees, on the Second Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to exchange all (or such lesser amount as the Administrative Agent may allocate) of its Existing Term B Loans for Refinancing Term B Loans (which Existing Term B Loans shall thereafter no longer be deemed to be outstanding) under the Amended Credit Agreement, in the same aggregate principal amount as such Existing Term B Lender’s Existing Term B Loans under the Credit Agreement (or such lesser amount as the Administrative Agent may allocate; any such principal amount of Existing Term B Loans not allocated for exchange to Refinancing Term B Loans, the “Non-Allocated Term B Loans”), and such Existing Term B Lender shall thereafter be a Term B Lender under the Amended Credit Agreement. Each Term B Lender that shall not have executed a Consent hereto shall have its Existing Term B Loans repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Term B Loans to, but not including, the Second Amendment Effective Date and each Cashless Option Lender with Non- Allocated Term B Loans shall have its Non-Allocated Term B Loans outstanding immediately prior to the Second Amendment Effective Date repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Non-Allocated Term B Loans to, but not including, the Second Amendment Effective Date. (c) Each Cashless Option Lender shall, effective on the Second Amendment Effective Date, automatically become party to the Amended Credit Agreement as a Lender. Each Term B Lender under the Credit Agreement that executes and delivers a Consent agrees that (i) to the extent its Existing Term B Loans under the Credit Agreement are being repaid on the Second Amendment Effective Date it waives any amounts it may be entitled to under Section 2.06(a) of the Credit Agreement in connection with such repayment and (ii) such Cashless Option Lender shall not be entitled to any compensation under Section 3.05 of the Credit Agreement as a result of such repayment (it being acknowledged that the Interest Period for such Cashless Option Lender shall be reset as of the Second Amendment Effective Date as set forth in the Loan Notice delivered by the Lead Borrower on the Second Amendment Effective Date). (d) Each Refinancing Term B Lender party hereto and the Administrative Agent hereby acknowledge that (i) the Lead Borrower Company hereby provides notice under Section 2.20(a) 2.19 of the Credit Agreement of its request for 2018 Refinancing Term B Loans to refinance or replace in full the Existing Term B Loans, Loans and (ii) all notice requirements set forth in Section 2.20(a) 2.19 of the Credit Agreement with respect to such refinancing the Refinancing have been satisfied and (iii) notwithstanding satisfied. For the avoidance of doubt, there shall be no amount payable under Section 2.02(a3.05(a) of the Credit AgreementAgreement in connection with the Refinancing. (b) Subject to the terms and conditions set forth herein, each Revolving Credit Lender agrees to (x) convert their Existing Revolving Commitments into Revolving Credit Commitment under the Borrowers shall provide at least one Business Day notice for any Refinancing Term B Loans made 2018 Revolving Credit Facility as defined in the Credit Agreement after giving effect to this First Amendment) (the “2018 Revolving Credit Commitments”) in an amount equal to their Existing Revolving Commitment set forth on Schedule 1 attached hereto, (y) that automatically upon the effectiveness of this First Amendment on the Second First Amendment Effective Date and without any further action by any Person, each Revolving Credit Lender’s Existing Revolving Commitments shall be deemed to have been converted to, and for all purposes under the Credit Agreement and the other Loan Documents, shall constitute Revolving Credit Commitments under the 2018 Revolving Credit Facility and (z) that are the Administrative Agent may take whatever administrative actions it deems necessary and appropriate to reflect the foregoing in the Register. (c) On and after the First Amendment Effective Date, each reference in the Loan Documents to “Term Loans” shall be deemed to be Eurocurrency Rate a reference to and include the 2018 Refinancing Term Loans made or deemed made (including by replacement) hereunder, and each reference to “Lenders” shall be deemed to include the 2018 Refinancing Term Lenders. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, confidentiality, 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 Term Lender in respect of such Lender’s Existing Term Loans.

Refinancing Transactions. (a) Subject to the terms and conditions set forth herein, each Amendment No. 2 Refinancing Term B Revolving Credit Lender severally agrees to make a Refinancing Term B Loan Other Revolving Credit Commitments available to the Borrowers on Borrower from the Second Amendment No. 2 Effective Date in a principal an amount equal to its Refinancing Term Commitment. The “Refinancing Term Commitment” of any Refinancing Term B Lender will be the amount set forth opposite such Refinancing Term B Lender’s its name on Schedule 1 1.01A hereto. On the Second Amendment No. 2 Effective Date, (x) the proceeds Existing Revolving Credit Commitments will be terminated and replaced with the Other Revolving Credit Commitments of the Amendment No. 2 Refinancing Term B Loans shall be applied to refinance in full the Existing Term B Loans Revolving Credit Lenders as set forth on Schedule 1.01A hereto and (y) each Revolving Credit Lender that is not also an Amendment No. 2 Refinancing Revolving Credit Lender (collectively, the “RefinancingTerminating Revolving Credit Lenders”)) will cease to be a Revolving Credit Lender. (b) Each Existing Term B Lender that executes and delivers a signature page to this Second Amendment (a “Consent”) under the “Cashless Settlement Option” (each such lender, a “Cashless Option Lender”) hereby agrees, on the Second Amendment Effective Date and on the terms and conditions set forth herein and in the Amended All Letters of Credit Agreement, to exchange all (or such lesser amount as the Administrative Agent may allocate) of its Existing Term B Loans for Refinancing Term B Loans (which Existing Term B Loans shall thereafter no longer be deemed to be outstanding) under the Amended Credit Agreement, in the same aggregate principal amount as such Existing Term B Lender’s Existing Term B Loans outstanding under the Credit Agreement (or such lesser amount as on the Administrative Agent may allocate; any such principal amount of Existing Term B Loans not allocated for exchange to Refinancing Term B Loans, the “Non-Allocated Term B Loans”), and such Existing Term B Lender Amendment No. 2 Effective Date shall thereafter be a Term B Lender remain outstanding under the Amended Credit Agreement. Each Term B Lender that shall not have executed a Consent hereto shall have its Existing Term B Loans repaid Amendment No. 2 Refinancing Revolving Credit Lender’s risk participation in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, Letter of Credit shall be determined in accordance with such Term B Amendment No. 2 Refinancing Revolving Credit Lender’s Term B Loans topro rata share, but not includingas provided in Section 2.03(c) of the Credit Agreement, as if such Letter of Credit had been issued on the Second Amendment No. 2 Effective Date immediately after giving effect to paragraph (a) above. For the avoidance of doubt, each Swing Line Lender and each Cashless Option Lender with Non- Allocated Term B Loans shall have its Non-Allocated Term B Loans outstanding L/C Issuer acting in such capacities immediately prior to the Second effectiveness of this Amendment Effective Date repaid shall continue to act in full, and such capacities immediately following the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Non-Allocated Term B Loans to, but not including, the Second Amendment Effective Dateeffectiveness hereof. (c) Each Cashless Option Amendment No. 2 Refinancing Revolving Credit Lender shall, effective on the Second Amendment Effective Date, automatically become party to the Amended Credit Agreement as a Lender. Each Term B Lender under the Credit Agreement that executes and delivers a Consent agrees that (i) to the extent its Existing Term B Loans under the Credit Agreement are being repaid on the Second Amendment Effective Date it waives any amounts it may be entitled to under Section 2.06(a) of the Credit Agreement in connection with such repayment and (ii) such Cashless Option Lender shall not be entitled to any compensation under Section 3.05 of the Credit Agreement as a result of such repayment (it being acknowledged that the Interest Period for such Cashless Option Lender shall be reset as of the Second Amendment Effective Date as set forth in the Loan Notice delivered by the Lead Borrower on the Second Amendment Effective Date). (d) Each Refinancing Term B Lender party hereto and the Administrative Agent acknowledge that (i) the Lead Borrower hereby provides notice under Section 2.20(a) of the Credit Agreement of its request for Refinancing Term B Loans to refinance in full the Existing Term B Loans, (ii) all notice requirements set forth in Section 2.20(a) of the Credit Agreement with respect to such the refinancing contemplated by this Amendment have been satisfied and (iii) notwithstanding Section 2.02(a) of the Credit Agreement, the Borrowers shall provide at least one Business Day notice for any Refinancing Term B Loans made on the Second Amendment Effective Date that are to be Eurocurrency Rate Loanssatisfied.

Refinancing Transactions. (a) Subject to the terms and conditions set forth herein, each Refinancing Term B Lender severally agrees to make a Refinancing Term B Loan to the Borrowers Borrower on the Second Third Amendment Effective Date in a principal amount equal to its Refinancing Term Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “Refinancing Term Commitment” of any Refinancing Term B Lender will be the amount set forth opposite such Refinancing Term B Lender’s name on Schedule 1 heretohereto (or, if applicable, the amount of Existing Tranche B Term Loans agreed by such Lender and the Administrative Agent to be replaced in connection with the Refinancing). On the Second Third Amendment Effective Date, the proceeds of the Refinancing Tranche B Term B Loans shall be applied to replace or refinance in full the Existing Tranche B Term B Loans outstanding on the Third Amendment Effective Date (immediately prior to the refinancing contemplated by this Third Amendment (the “Refinancing”). ) (b) Each Existing Term B Lender that executes and delivers a signature page to this Second Amendment (a “Consent”) under the “Cashless Settlement Option” (each such lender, a “Cashless Option Lender”) hereby agrees, on the Second Amendment Effective Date and on the terms and conditions set forth herein and in the Amended Credit Agreement, to exchange all (or such lesser amount as the Administrative Agent may allocate) of its Existing Tranche B Term B Loans for Refinancing Term B Loans (which Existing Term B Loans shall thereafter no longer be deemed to be outstanding) under the Amended Credit Agreement, in the same aggregate principal amount as such Existing Term B Lender’s Existing Term B Loans under the Credit Agreement (or such lesser amount as the Administrative Agent may allocate; any such principal amount of Existing Term B Loans not allocated for exchange to Refinancing Term B Loans, the “Non-Allocated Term B Loans”), and such Existing Term B Lender shall thereafter be a Term B Lender under the Amended Credit Agreement. Each Term B Lender that shall not have executed a Consent hereto shall have its Existing Term B Loans repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Term B Loans to, but not including, the Second Amendment Effective Date and each Cashless Option Lender with Non- Allocated Term B Loans shall have its Non-Allocated Term B Loans outstanding immediately prior to the Second Amendment Effective Date repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Non-Allocated Term B Loans to, but not including, the Second Amendment Effective Date. (c) Each Cashless Option Lender shall, effective on the Second Amendment Effective Date, automatically become party to the Amended Credit Agreement as a Lender. Each Term B Lender under the Credit Agreement that executes and delivers a Consent agrees that (i) to the extent its Existing Term B Loans under the Credit Agreement are being repaid on the Second Amendment Effective Date it waives any amounts it may be entitled to under Section 2.06(a) of the Credit Agreement in connection with such repayment and (ii) such Cashless Option Lender shall not be entitled to any compensation under Section 3.05 of the Credit Agreement as a result of such repayment (it being acknowledged that the Interest Period for such Cashless Option Lender shall be reset as of the Second Amendment Effective Date as set forth in the Loan Notice delivered by the Lead Borrower on the Second Amendment Effective Date). (d) Each Refinancing Term B Lender party hereto and the Administrative Agent hereby acknowledge that (i) the Lead Borrower hereby provides notice under Section 2.20(a2.26(a) of the Credit Agreement of its request for Refinancing Tranche B Term B Loans to refinance or replace in full the Existing Tranche B Term B Loans, Loans and (ii) all notice requirements set forth in Section 2.20(a2.26(a) of the Credit Agreement with respect to such refinancing the Refinancing have been satisfied and (iii) notwithstanding satisfied. For the avoidance of doubt, there shall be no amount payable under Section 2.02(a2.13(c) of the Credit Agreement, Agreement in connection with the Borrowers shall provide at least one Business Day notice for any Refinancing Term B Loans made on or the Second Amendment Effective Date that are to be Eurocurrency Rate LoansPrepayment.

Refinancing Transactions. (ai) Subject to the terms hereof and the satisfaction of the conditions set forth hereinin Section 2 below, each 2021 Refinancing Term B Revolving Lender severally agrees to make a Refinancing Term B Loan available Incremental Revolving Credit Commitments to the Borrowers Borrower on the Second Amendment Effective Closing Date in a principal amount equal to its Refinancing Term Commitment. The “Refinancing Term Commitment” of any Refinancing Term B Lender will be the amount set forth opposite such Refinancing Term B Lender’s its name on Schedule 1 hereto2.01 to the Amended Credit Agreement under the heading 2021 Refinancing Revolving Credit Commitments (collectively, the “2021 Refinancing Revolving Commitments”, and the Revolving Credit Facility established hereunder, the “2021 Refinancing Revolving Facility”). On the Second Amendment Effective Closing Date, (x) the proceeds 2021 Refinancing Revolving Commitment of the each 2021 Refinancing Term B Loans shall Revolving Lender will be applied to refinance in full established and (y) the Existing Term B Loans (the “Refinancing”). (b) Each Revolving Commitment of each Existing Term B Revolving Lender that executes will terminate. With effect on and delivers a signature page to this Second Amendment (a “Consent”) under the “Cashless Settlement Option” (each such lender, a “Cashless Option Lender”) hereby agrees, on after the Second Amendment Effective Date Closing Date, each 2021 Refinancing Revolving Lender shall have all of the rights and on obligations of a “Lender” and a “Revolving Credit Lender” under the terms Amended Credit Agreement and conditions set forth herein the other Loan Documents and in each 2021 Refinancing Revolving Commitment shall constitute a “Revolving Credit Commitment” for all purposes of the Amended Credit Agreement. (ii) [Reserved]. (iii) As of the Second Amendment Closing Date, there are Letters of Credit outstanding in an aggregate face amount equal to exchange all the Dollar Equivalent of $50,124,040 (or such lesser amount as the Administrative Agent may allocate) “Outstanding Letters of its Existing Term B Loans for Credit”). On the Second Amendment Closing Date, the 2021 Refinancing Term B Loans (which Existing Term B Loans Revolving Lenders shall thereafter no longer be deemed to be outstanding) under have purchased the Amended risk participations of each Existing Revolving Lender in respect of each Outstanding Letter of Credit Agreement, in on a pro rata basis based on the same aggregate principal amount as such Existing Term B Lender’s Existing Term B Loans under respective 2021 Refinancing Revolving Commitments of the Credit Agreement (or such lesser amount as the Administrative Agent may allocate; any such principal amount of Existing Term B Loans not allocated for exchange to 2021 Refinancing Term B Loans, the “Non-Allocated Term B Loans”), Revolving Lenders. From and such Existing Term B Lender shall thereafter be a Term B Lender under the Amended Credit Agreement. Each Term B Lender that shall not have executed a Consent hereto shall have its Existing Term B Loans repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Term B Loans to, but not including, after the Second Amendment Effective Date and each Cashless Option Lender with Non- Allocated Term B Loans shall have its Non-Allocated Term B Loans outstanding immediately prior to the Second Amendment Effective Date repaid in full, and the Borrowers shall pay to each such Term B Lender all accrued and unpaid interest on, and premiums and fees related to, such Term B Lender’s Non-Allocated Term B Loans to, but not including, the Second Amendment Effective Date. (c) Each Cashless Option Lender shall, effective on the Second Amendment Effective Closing Date, automatically become party to the Amended Credit Agreement as a Lender. Each Term B Lender under the Credit Agreement that executes and delivers a Consent agrees that (i) to the extent its Existing Term B Loans under the Credit Agreement are being repaid on the Second Amendment Effective Date it waives any amounts it may be entitled to under Section 2.06(a) for all purposes of the Credit Agreement in connection with such repayment and (ii) such Cashless Option Lender shall not be entitled to any compensation under Section 3.05 the other Loan Documents, each of the Outstanding Letters of Credit Agreement as a result of such repayment (it being acknowledged that the Interest Period for such Cashless Option Lender shall be reset as of deemed to have been issued and be outstanding under the Second Amendment Effective Date as set forth in the Loan Notice delivered by the Lead Borrower on the Second Amendment Effective Date)2021 Refinancing Revolving Facility. (div) Each 2021 Refinancing Term B Revolving Lender party hereto and hereto, the Administrative Agent and the Borrower acknowledge that (i) the Lead Borrower hereby provides notice under Section 2.20(a) of the 2021 Refinancing Revolving Commitments constitute Refinancing Revolving Credit Agreement of its request for Refinancing Term B Loans to refinance in full the Existing Term B Loans, Commitments and (ii) all notice requirements set forth in Section 2.20(athe Existing Revolving Commitments are the Revolving Credit Commitments refinanced by the 2021 Refinancing Revolving Commitments. (v) Each of the Credit Agreement with respect Borrower, each L/C Issuer and the Administrative Agent hereby consents to the provision by the 2021 Refinancing Revolving Lenders of such refinancing have been satisfied and (iii) notwithstanding Section 2.02(a) of Lender’s 2021 Refinancing Revolving Commitment to the extent such consent is required under the Credit Agreement, the Borrowers shall provide at least one Business Day notice for any Refinancing Term B Loans made on the Second Amendment Effective Date that are to be Eurocurrency Rate Loans.