Common use of Replacement Revolving Credit Commitments Clause in Contracts

Replacement Revolving Credit Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Commitments”) to Refinance one or more Facilities of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfied: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitments; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Series. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Replacement Revolving Credit Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement Classes of Revolving Credit Commitments (“Replacement Revolving Credit Commitments”) to Refinance one replace all or more Facilities a portion of any existing Classes of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Agreement (each, a “Replacement Replaced Revolving Credit Effective DateCommitments”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent); provided that each of the following conditions is satisfiedthat: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment effectiveness of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the establishment Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Credit Commitments shall be deemed to have been issued under the Replacement Revolving Credit Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Credit Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Credit Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Credit Commitments shall be later than the Maturity Date of the Replaced Revolving Credit Commitments; provided that nothing in this clause ; (iv) the Letter of Credit Sublimit and the Swing Line Sublimit under such Replacement Revolving Credit Commitments shall limit be as agreed between the ability of Borrower, the Borrower to incur additional Indebtedness concurrently as part of Lenders providing such Replacement Revolving Credit Commitments, the issuance Administrative Agent, the L/C Issuer (or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to any replacement L/C Issuer) and the terms of this AgreementSwing Line Lender (or any replacement Swing Line Lender); (vA) (x) if secured on a pari passu basis with the other Obligationspricing, all collateral therefor rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Credit Commitments shall be secured by as agreed between the Security Documents Borrower and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with Credit Lenders so long as, in the benefit case of the applicable Security Documents on a pari passu basis with the other Obligationsany optional prepayment or redemption provisions, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Credit Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Credit Commitments shall have executed and (B) the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all covenants and other terms applicable to such Replacement Revolving Credit Commitments (other than provisions relating to fees and interest ratesexcluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Credit Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable in any material respect to the lenders providing such the Replacement Revolving Credit Commitments than, than those applicable to the Replaced Revolving Credit Commitments being Refinanced(as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date (before giving effect to the Replacement Revolving Credit Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Credit Commitments; and (vii) there the Replacement Revolving Credit Commitments shall be no more than two Facilities that are revolving facilities rank pari passu in right of payment and security with the aggregate in effect at any timeexisting Loans. (b) The Each such notice shall specify (x) the date (each, a “Replacement Revolving Credit Commitment Effective Date”) on which the Borrower may approach any Lender or any other proposes that the Replacement Revolving Credit Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee pursuant to Section 12.6 to Lender of Replacement Revolving Credit Commitments as if it were an assignee)) whom the Borrower proposes would provide all or the Replacement Revolving Credit Commitments (each such person, a “Replacement Revolving Credit Lender”) and the portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Seriesby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 2.19 shall supersede any provisions in Section 5.11 2.13 or 12.1 Section 11.01 to the contrary. The Replacement Revolving Credit Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Credit Commitments (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 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 2.19.

Replacement Revolving Credit Commitments. (a) 2.14.1 The Borrower may at any time and from time to time, by written notice to the Revolving/TLA Administrative Agent elect to Agent, request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement Classes of Revolving Credit Commitments (“Replacement Revolving Credit Commitments”) to Refinance one replace all or more Facilities a portion of any existing Classes of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Agreement (each, a “Replacement Replaced Revolving Credit Effective DateCommitments”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent); provided that each of the following conditions is satisfiedthat: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment effectiveness of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the establishment Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Credit Commitments shall be deemed to have been issued under the Replacement Revolving Credit Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Credit Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Credit Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the maturity date of such Replacement Revolving Credit Commitments shall be no earlier than the Maturity Date of the Replaced Revolving Credit Commitments; provided that nothing in this clause ; (iv) the Letter of Credit Aggregate Sublimit and the Swingline Cap under such Replacement Revolving Credit Commitments shall limit be as agreed between the ability of Borrower, the Borrower to incur additional Indebtedness concurrently as part of Lenders providing such Replacement Revolving Credit Commitments, the issuance Revolving/TLA Administrative Agent, the Issuing Lender (or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to any replacement Issuing Lenders) and the terms of this AgreementSwingline Lender (or any replacement Swingline Lender); (vA) (x) if secured on a pari passu basis the rate floors, upfront fees, funding discounts, original issue discounts and premiums with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments respect to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Credit Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by different than those for the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent Replaced Revolving Credit Commitments and (yB) if secured on a junior lien basis with the other Obligations, all collateral therefor shall additional fees and/or premiums may be secured by collateral documentation that is substantially similar payable to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for Replacement Revolving Lenders providing such Replacement Revolving Credit Commitments shall have executed in addition to any of the Junior Lien Intercreditor Agreement if reasonably requested items contemplated by the Administrative Agentpreceding clause (A); (vi) all the Replacement Revolving Credit Commitments may have optional prepayment or commitment reduction terms (including call protection and prepayment premiums) and mandatory prepayment or commitment reduction terms as may be agreed between the Borrower and the Replacement Revolving Lenders so long as such Replacement Revolving Credit Commitments do not participate on a greater than pro rata basis in any such voluntary or mandatory prepayments or commitment reductions as compared to the Replaced Revolving Credit Commitments; (vii) the covenants and other terms applicable to such Replacement Revolving Commitments Credit Commitment (other than provisions relating to fees excluding those terms described in the clauses (i), (iii), (iv), (v) and interest rates(vi) above), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving CommitmentsLenders, shall not be more favorable (when taken as a whole) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, Lenders than those applicable to the Lenders with Replaced Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Revolving Maturity Date (before giving effect to the Replacement Revolving Credit Commitments); (viii) no Person that is a Lender prior to the effectiveness of any applicable Additional Credit Extension Amendment with respect to any Replacement Revolving Credit Commitments being Refinancedshall be obligated to provide any such Replacement Revolving Credit Commitments, and any commitment of any Current Lender to provide a Replacement Revolving Credit Commitments shall be in the sole discretion of such Current Lender; and (viiix) there the Revolving Credit Loans made pursuant to Replacement Revolving Credit Commitments shall rank pari passu in right of payment and of security with the Revolving Credit Loans made pursuant to the Replaced Revolving Credit Commitments. 2.14.2 Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Credit Commitments become effective, which shall be no more than two Facilities that are revolving facilities in a date reasonably acceptable to the aggregate in effect at any time. Revolving/TLA Administrative Agent and (by) The Borrower may approach any Lender or any other Person that would the identity of the Persons (each of which shall be a an assignee permitted Assignee pursuant to Section 12.6 to 11.8.2 [Assignments by Lenders] (for this purpose treating a Lender of Replacement Revolving Credit Commitments as if it were an assignee)) whom the Borrower proposes would provide all or a portion of the Replacement Revolving Credit Commitments (each such Person, a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a ) and the portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Seriesby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) 2.14.3 This Section 3.4 2.14 shall supersede any provisions in Section 5.11 5.2 [Pro Rata Treatment of Lenders], Section 5.3 [Sharing of Payments by Lenders] or 12.1 Section 11.1 [Modifications, Amendments or Waivers] to the contrary. The Replacement Revolving Credit Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Credit Commitments (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 and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Revolving/TLA Administrative Agent, the Collateral Agent and the Borrower, to effect the provisions of this Section 2.14.

Replacement Revolving Credit Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement Classes of Revolving Credit Commitments (“Replacement Revolving Credit Commitments”) to Refinance one replace all or more Facilities a portion of any existing Classes of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Agreement (each, a “Replacement Replaced Revolving Credit Effective DateCommitments”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent); provided that each of the following conditions is satisfiedthat: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment effectiveness of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the establishment Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Credit Commitments shall be deemed to have been issued under the Replacement Revolving Credit Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Credit Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Credit Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Credit Commitments shall be later than the Maturity Date of the Replaced Revolving Credit Commitments; provided that nothing in this clause ; (iv) the Letter of Credit Sublimit and the Swing Line Sublimit under such Replacement Revolving Credit Commitments shall limit be as agreed between the ability of Borrower, the Borrower to incur additional Indebtedness concurrently as part of Lenders providing such Replacement Revolving Credit Commitments, the issuance Administrative Agent, the L/C Issuer (or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to any replacement L/C Issuer) and the terms of this AgreementSwing Line Lender (or any replacement Swing Line Lender); (vA) (x) if secured on a pari passu basis with the other Obligationspricing, all collateral therefor rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Credit Commitments shall be secured by as agreed between the Security Documents Borrower and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with Credit Lenders so long as, in the benefit case of the applicable Security Documents on a pari passu basis with the other Obligationsany optional prepayment or redemption provisions, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Credit Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Credit Commitments shall have executed and (B) the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all covenants and other terms applicable to such Replacement Revolving Credit Commitments (other than provisions relating to fees and interest ratesexcluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Credit Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable in any material respect to the lenders providing such the Replacement Revolving Credit Commitments than, than those applicable to the Replaced Revolving Credit Commitments being Refinanced(as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date (before giving effect to the Replacement Revolving Credit Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Credit Commitments; and (vii) there the Replacement Revolving Credit Commitments shall be no more than two Facilities that are revolving facilities rank pari passu in right of payment and security with the aggregate in effect at any timeexisting Loans. (b) The Each such notice shall specify (x) the date (each, a “Replacement Revolving Credit Commitment Effective Date”) on which the Borrower may approach any Lender or any other proposes that the Replacement Revolving Credit Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee pursuant to Section 12.6 to Lender of Replacement Revolving Credit Commitments as if it were an assignee)) whom the Borrower proposes would provide all or the Replacement Revolving Credit Commitments (each such person, a “Replacement Revolving Credit Lender”) and the portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Seriesby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 2.19 shall supersede any provisions in Section 5.11 2.13 or 12.1 Section 10.11 to the contrary. The Replacement Revolving Credit Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Credit Commitments (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 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 2.19.

Replacement Revolving Credit Commitments. (ai) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) to Refinance which Refinances one or more Facilities Classes of Revolving Credit Commitments and/or Term Loans under this Agreement; provided, that any such Replacement Revolving Credit Commitments may not be in an aggregate principal amount greater than the Revolving Credit Commitments and/or Term Loans being Refinanced plus unpaid accrued interest, fees, expenses and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection with the Replacement Revolving Credit Commitments and/or Replacement Revolving Loans. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five three Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfiedthat: (iA) (x) if such no Replacement Revolving Commitments are pari passu with Credit Commitment shall have a scheduled termination date prior to the Revolving Credit Termination Date for the Revolving Credit Commitments being Refinanced by or the maturity date for such Term Loans being Refinanced, as the case may be; (B) the Replacement Revolving Credit Commitments shall have such interest rates, fees, discounts, premiums, optional prepayments and redemption terms as may be agreed among the Borrower and the Lenders providing such Replacement Revolving Credit Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (iiC) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iiias provided in Section 1.20(b)(i)(B) no Subsidiary is a guarantor with respect above applicable to such Replacement Revolving Credit Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with shall have terms and conditions agreed to by the establishment of Borrower and the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of lenders providing such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, but shall be substantially the aggregate amount same as (or, taken as a whole, no more favorable to, the lenders providing such Replacement Revolving Credit Commitments than) those applicable to the Class of Revolving Credit Commitments and/or Term Loans being so replaced, except to the extent such covenants and Replacement Revolving Commitments shall not exceed other terms apply solely to any period after the aggregate amount final maturity of the Revolving Credit Commitments in effect immediately prior to the establishment and/or Term Loans being Refinanced or such terms are on current market terms for such type of such Replacement Revolving Commitmentsindebtedness; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement;and (vD) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Collateral Agent shall have entered (i) enter into such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Collateral Agent (which shall not require any consent from any Lender) in order to provide ensure that the Replacement Revolving Credit Commitments and the Replacement Revolving Loans are provided with the benefit of the applicable Security Collateral Documents on a pari passu basis with the other ObligationsObligations (or, to the extent applicable, the Borrower shall have delivered Loan Parties and the Pari Passu Intercreditor Agreement Collateral Agent (to the extent that it is acting in connection therewith the capacity of collateral agent with respect to such Replacement Revolving Loans) 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 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 Collateral Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if (including an intercreditor agreement reasonably requested by acceptable to the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respectextent reasonably necessary), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (bii) The Borrower may approach any Lender or any other Person that would be a permitted an Eligible Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving CommitmentCredit Commitment and the selection of Replacement Revolving Lenders shall be subject to any consent that would be required pursuant to Section 13.12(a)(iii) hereof. Any Replacement Revolving Commitments Credit Commitment made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Credit Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Replacement Revolving Facility Credit Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Commitment Series. (ciii) The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Credit Amendment”) which shall be consistent with the provisions set forth in paragraph (ai) above (which shall not require the consent of any other Lender)above. Each Replacement Revolving Facility Credit Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The Each of the Administrative Agent and the Collateral Agent shall be permitted, and each is hereby authorized, authorized to enter into such amendments with the Borrower to effectuate effect the foregoing. Any Replacement Revolving Credit Commitment (and the Loans made thereunder) made by a Replacement Revolving Lender pursuant to a Replacement Revolving Credit Amendment shall be deemed a “Revolving Credit Commitment” and “Revolving Loan,” as applicable, for all purposes of this Agreement and each Lender with a Replacement Revolving Loan shall become a Lender with respect to such Replacement Revolving Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Revolving Loans or Revolving Credit Commitments (including Extended Revolving Loans, Extended Revolving Credit Commitments, Replacement Revolving Loans, Replacement Revolving Credit Commitments, New Revolving Loans and New Revolving Credit Commitments) which have more than five different scheduled final maturity dates or shall there be more than five different “Revolving Credit Facilities.” (div) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Credit Commitments of such Replacement Revolving Commitment Series the same Class shall purchase from each of the other Lenders with Replacement Revolving Credit CommitmentsCommitments of such Class, at the principal amount thereofthereof and in the applicable currencies, such interests in the Revolving Credit Loans outstanding on under such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Credit Loans of such Class will be held by the relevant Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. . Subject to the provisions of Section 1.3(h) to the extent relating to Letters of Credit which mature or expire after a maturity date when there exists Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments (e) This Section 3.4 shall supersede any provisions and except as provided in Section 5.11 1.3(h), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofor incurred or 12.1 to the contraryissued).

Replacement Revolving Credit Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement Classes of Revolving Credit Commitments (“Replacement Revolving Credit Commitments”) to Refinance one replace all or more Facilities a portion of any existing Classes of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Agreement (each, a “Replacement Replaced Revolving Credit Effective DateCommitments”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent); provided that each of the following conditions is satisfiedthat: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment effectiveness of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the establishment Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Credit Commitments shall be deemed to have been issued under the Replacement Revolving Credit Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Credit Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Credit Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Credit Commitments shall be later than the Latest Maturity Date of the Replaced Revolving Credit Commitments; provided that nothing in this clause ; (iv) the Letter of Credit Sublimit and the Swing Line Sublimit under such Replacement Revolving Credit Commitments shall limit be as agreed between the ability of Borrower, the Borrower to incur additional Indebtedness concurrently as part of Lenders providing such Replacement Revolving Credit Commitments, the issuance Administrative Agent, the L/C Issuer (or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to any replacement L/C Issuer) and the terms of this AgreementSwing Line Lender (or any replacement Swing Line Lender); (vA) (x) if secured on a pari passu basis with the other Obligationspricing, all collateral therefor rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Credit Commitments shall be secured by as agreed between the Security Documents Borrower and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with Lenders so long as, in the benefit case of the applicable Security Documents on a pari passu basis with the other Obligationsany optional prepayment or redemption provisions, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Credit Commitments shall have executed and (B) the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all covenants and other terms applicable to such Replacement Revolving Credit Commitments (other than provisions relating to fees and interest ratesexcluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Credit Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable in any material respect to the lenders providing such the Replacement Revolving Credit Commitments than, than those applicable to the Replaced Revolving Credit Commitments being Refinanced(as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable to any revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Credit Commitments; and (vii) there except during a Collateral Suspension Period (unless the Borrower shall be no more have elected to terminate the Collateral Suspension Period), the Replacement Revolving Credit Commitments shall rank pari passu in right of payment and security with the existing Loans (other than two Facilities any Loans that are revolving facilities subordinated in the aggregate in effect at any timeright of payment or security). (b) The Each such notice shall specify (x) the date (each, a “Replacement Revolving Credit Commitment Effective Date”) on which the Borrower may approach any Lender or any other Person proposes that would the Replacement Revolving Credit Commitments become effective, which shall be a permitted date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee pursuant to Section 12.6 to (for this purpose treating a Lender of Replacement Revolving Credit Commitments as if it were an assignee)) whom the Borrower proposes would provide all or the Replacement Revolving Credit Commitments (each such person, a “Replacement Revolving Credit Lender”) and the portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Seriesby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 2.20 shall supersede any provisions in Section 5.11 2.13 or 12.1 Section 10.01 to the contrary. The Replacement Revolving Credit Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Credit Commitments (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 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 2.20.

Replacement Revolving Credit Commitments. (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Commitments”) to Refinance one or more Facilities of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfied: (i) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Credit Effective Date, the condition set forth in Section 7.2(b) shall be satisfied; (ii) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 180 days after the Latest Maturity Date; (iiiii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iiiiv) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (ivv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitments; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (vvi) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Pari Passu Intercreditor Agreement Agreement) in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered such other documents, certificates and opinions of counsel (including the Junior Lien Intercreditor Agreement Agreement) in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vivii) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, rates which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (viiviii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Series. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Replacement Revolving Credit Commitments. (ai) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities under this Agreement providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) to Refinance which Refinances one or more Facilities Classes of Revolving Credit Commitments and/or Term Loans under this Agreement; provided, that any such Replacement Revolving Credit Commitments may not be in an amount greater than the Revolving Credit Commitments and/or Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions, costs and expenses in connection therewith. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfiedthat: (iA) no Default has occurred and is continuing or would result therefrom; (xB) if such no Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect prior to the establishment of any Replacement Revolving Commitments and any concurrent reduction in latest stated maturity date applicable to the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Loans and/or Term Loans being Refinanced; (C) such Replacement Revolving Credit Commitments shall have pricing (including interest rates, fees and premiums), optional prepayment and redemption terms as may be agreed to by the Borrower and the Replacement Revolving Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitments; provided that nothing in this clause Lender (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreementdefined below); (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (viD) all other terms applicable to such Replacement Revolving Credit Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less (taken as a whole) be otherwise not more favorable in any material respect to (as reasonably determined by the Borrower) the lenders providing such Replacement Revolving Credit Commitments than, than those applicable to the then outstanding Term Loans and/or Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the latest final maturity date of the Term Loans or Revolving Credit Commitments being Refinancedexisting at the time of such refinancing or replacement (or, in the case of any unsecured or second lien Replacement Revolving Credit Commitment after the date 91 days after such latest final maturity date); provided, that Replacement Revolving Credit Commitments may rank pari passu or junior in right of payment and/or security with the remaining Revolving Credit Commitments, Revolving Credit Loans and/or Term Loans or may be unsecured so long as the holders of any Replacement Revolving Commitments and/or Replacement Revolving Loans that are subordinated in right of payment and/or security are subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; and (viiE) there such Replacement Revolving Credit Commitments shall not be no more secured by (i) Liens on assets other than two Facilities that are revolving facilities in assets securing the aggregate in effect at any timeIndebtedness being Refinanced or (ii) Liens having a higher priority than the Liens, if any, securing the Indebtedness being Refinanced. (bii) The Borrower may approach any Lender or any other Person that would be an Eligible Assignee of a permitted Assignee Revolving Credit Commitment pursuant to Section 12.6 10.06 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving CommitmentCredit Commitment and the selection of Replacement Revolving Lenders shall be subject to the consent of the Administrative Agent, the L/C Issuer and/or the Swingline Lender to the extent the same would be required pursuant to Section 10.06. Any Replacement Revolving Commitments Credit Commitment made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Credit Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Commitment Series. (ciii) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.19(b) (including, for the avoidance of doubt, the payment of interest, fees, or premium in respect of the Replacement Revolving Credit Commitments and Replacement Revolving Loans on the terms specified by the Borrower) and hereby waive the requirements of this Agreement (including Section 2.13 and Section 10.01) or any other Loan Document that may otherwise prohibit the transactions contemplated by this Section 2.19(b). The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent Borrower and the Replacement Revolving Lenders providing such Replacement Revolving Commitments Loans and, if applicable, any replacement L/C Issuer and/or replacement Swingline Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other LenderSection 2.19(b)(i). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The hereto without the consent of any other Lender, and the Lenders hereby irrevocably authorize the Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms this Agreement and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date Loan Documents as may be specified by necessary or appropriate, in the reasonable opinion of the Administrative Agent and as shall be necessary the Borrower, to effect the provisions of this Section 2.19(b), including in order that, after giving effect to all such assignments and purchases, establish new tranches or sub-tranches in respect of the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.Replacement

Replacement Revolving Credit Commitments. (ai) The Other than during the Basket Suspension Period, the Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) to Refinance which Refinances one or more Facilities Classes of Revolving Credit Commitments and/or Term Loans under this Agreement; provided that any such Replacement Revolving Credit Commitments may not be in an aggregate principal amount greater than the Revolving Credit Commitments and/or Term Loans being Refinanced plus unpaid accrued interest, fees, expenses and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection with the Replacement Revolving Credit Commitments and/or Replacement Revolving Loans. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfiedthat: (iA) (x) if such no Replacement Revolving Commitments are pari passu with Credit Commitment shall have a scheduled termination date prior to the Revolving Credit Termination Date for the Revolving Credit Commitments being Refinanced by or the maturity date for such Term Loans being Refinanced, as the case may be; (B) the Replacement Revolving Credit Commitments shall have such interest rates, fees, discounts, premiums, optional prepayments and redemption terms as may be agreed among the Borrower and the Lenders providing such Replacement Revolving Credit Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (iiC) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; as provided in clause (iiiB) no Subsidiary is a guarantor with respect above applicable to such Replacement Revolving Credit Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with shall have terms and conditions agreed to by the establishment of Borrower and the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of lenders providing such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, but shall be substantially the aggregate amount same as (or, taken as a whole, no more favorable to, the lenders providing such Replacement Revolving Credit Commitments than) those applicable to the Class of Revolving Credit Commitments and/or Term Loans being so replaced, except to the extent such covenants and Replacement Revolving Commitments shall not exceed other terms apply solely to any period after the aggregate amount final maturity of the Revolving Credit Commitments in effect immediately prior to the establishment and/or Term Loans being Refinanced or such terms are on current market terms for such type of such Replacement Revolving Commitmentsindebtedness; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement;and (vD) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Collateral Agent shall have entered (i) enter into such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Collateral Agent (which shall not require any consent from any Lender) in order to provide ensure that the Replacement Revolving Credit Commitments and the Replacement Revolving Loans are provided with the benefit of the applicable Security Collateral Documents on a pari passu basis with the other ObligationsObligations (or, to the extent applicable, the Borrower shall have delivered Loan Parties and the Pari Passu Intercreditor Agreement Collateral Agent (to the extent that it is acting in connection therewith the capacity of collateral agent with respect to such Replacement Revolving Loans) 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 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 Collateral Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if (including an intercreditor agreement reasonably requested by acceptable to the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respectextent reasonably necessary), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (bii) The Borrower may approach any Lender or any other Person that would be a permitted an Eligible Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving CommitmentCredit Commitment and the selection of Replacement Revolving Lenders shall be subject to any consent that would be required pursuant to Section 13.12(ba)(iii). Any Replacement Revolving Commitments Credit Commitment made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Credit Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Replacement Revolving Facility Credit Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Commitment Series. (ciii) The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Credit Amendment”) which shall be consistent with the provisions set forth in paragraph (ai) above (which shall not require the consent of any other Lender)above. Each Replacement Revolving Facility Credit Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The Each of the Administrative Agent and the Collateral Agent shall be permitted, and each is hereby authorized, authorized to enter into such amendments with the Borrower to effectuate effect the foregoing. Any Replacement Revolving Credit Commitment (and the Loans made thereunder) made by a Replacement Revolving Lender pursuant to a Replacement Revolving Credit Amendment shall be deemed a “Revolving Credit Commitment” and “Revolving Loan,” as applicable, for all purposes of this Agreement and each Lender with a Replacement Revolving Loan shall become a Lender with respect to such Replacement Revolving Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Revolving Loans or Revolving Credit Commitments (including Extended Revolving Loans, Extended Revolving Credit Commitments, Replacement Revolving Loans, Replacement Revolving Credit Commitments, New Revolving Loans and New Revolving Credit Commitments) which have more than five different scheduled final maturity dates or shall there be more than five different “Revolving Credit Facilities.” (div) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Credit Commitments of such Replacement Revolving Commitment Series the same Class shall purchase from each of the other Lenders with Replacement Revolving Credit CommitmentsCommitments of such Class, at the principal amount thereofthereof and in the applicable currencies, such interests in the Revolving Credit Loans outstanding on under such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Credit Loans of such Class will be held by the relevant Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. . Subject to the provisions of Section 1.3(h) to the extent relating to Letters of Credit which mature or expire after a maturity date when there exists Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments (e) This Section 3.4 shall supersede any provisions and except as provided in Section 5.11 1.3(h), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or 12.1 to the contraryissued).

Replacement Revolving Credit Commitments. (a) The Borrower Company may on one or more occasions, by written notice to the Administrative Agent elect to Agent, request the establishment refinancing of one or more additional all outstanding Revolving Credit Commitments (the “Refinanced Revolving Credit Commitments”) with replacement revolving facilities providing for revolving credit commitments denominated in Dollars under this Agreement established hereunder (the “Replacement Revolving Credit Commitments”) to Refinance one or more Facilities of Revolving Credit Commitments under this Agreement). Each such notice shall specify the date (each, a “Replacement Revolving Credit Facility Effective Date”) on which the Borrower Company proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five 10 Business Days nor more than 30 Business Days after the date on which such notice is delivered to the Administrative Agent; , unless otherwise agreed by the Administrative Agent. The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among the Company, Holdings, each other Loan Party, the Administrative Agent, the Swing Line Lender, (or any replacement Swing Line Lender) each L/C Issuer (or any replacement L/C Issuer) and the Replacement Revolving Credit Lenders providing such Replacement Revolving Credit Commitments (a “Replacement Revolving Credit Facility Amendment”) provided that each of the following conditions is satisfiedno Replacement Revolving Credit Facility Amendment or Replacement Revolving Credit Commitments shall become effective unless: (i) (x) if both before and after giving effect to the establishment of such Replacement Revolving Credit Commitments are pari passu (and any extensions of credit pursuant thereto) on the Replacement Revolving Credit Facility 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 Replacement Revolving Credit Facility Effective Date); (ii) substantially concurrently with the effectiveness thereof, all of the Refinanced Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all the Revolving Credit Commitments Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being Refinanced by understood, however, than any Letters of Credit may continue to be outstanding hereunder) and the aggregate amount of such Replacement Revolving Credit Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Credit Commitments, such ; (iii) the Replacement Revolving Credit Commitments shall have a scheduled termination date no earlier than the Maturity Date of the Refinanced Revolving Credit Commitments; (iv) all covenants and other terms applicable to such Replacement Revolving Credit Commitments being Refinanced (other than provisions relating to (x) upfront and other fees, interest rates and margins, discounts and premiums, which shall be as agreed between the Company and the lenders providing such Replacing Revolving Credit Commitments and (y) if the amount of any Letter of Credit Sublimit or Swing Line Sublimit under such Replacement Revolving Commitments are secured on a junior lien basisCredit Facility, not secured or are subordinated to any of which shall be as agreed between the Facilities in right of paymentCompany, the Lenders providing such Replacement Revolving Commitments Credit Commitments, the Administrative Agent, the L/C Issuer, (or any replacement L/C Issuer), and the Swing Line Lender (or any replacement Swing Line Lender) under such Replacement Revolving Credit Facility) shall have a scheduled termination date no earlier than 90 days be substantially similar to, or less favorable to the Replacement Revolving Credit Lenders than, those applicable to such Refinanced Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitments; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Collateral Agent shall have entered enter into such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Collateral Agent (which shall not require any consent from any Lender) in order to provide ensure that the Replacement Revolving Credit Commitments and the extensions of credit thereunder are provided with the benefit of the applicable Security Collateral Documents on a pari passu basis with the and shall deliver such other Obligationsdocuments, the Borrower shall have delivered the Pari Passu Intercreditor Agreement certificates and opinions of counsel in connection therewith as may be reasonably requested by the Administrative Agent Collateral Agent; and (vi) Holdings and the trustee, agent, or collateral trustee for such Refinancing Notes Company shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor documents as shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any timeconnection therewith. (b) The Borrower Company may approach any Lender or any other Person that would be is an Eligible Assignee in respect of a permitted Assignee Revolving Credit Commitment pursuant to Section 12.6 10.07 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Credit Lender”); provided that any each Replacement Revolving Credit Lender shall be approved by each L/C Issuer and the Swing Line Lender and the Administrative Agent (such approval not to be unreasonably withheld). Any Lender offered or approached to provide all or a any portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Series. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Credit Facility Amendment shall be binding on the Lenderslenders party thereto, the Loan Parties, the Administrative Agent, the Loan Parties Collateral Agent and the other parties heretoLenders. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Replacement Revolving Credit Facility Amendment. Each Replacement Revolving Credit Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be permittednecessary or appropriate, in the reasonable opinion of the Administrative Agent and is hereby authorizedthe Company, to enter into such amendments with effect the Borrower to effectuate the foregoingprovisions of this Section 2.16. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 2.16 shall supersede any provisions in Section 5.11 2.13 or 12.1 10.01 to the contrary.

Replacement Revolving Credit Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Revolving/TLA Administrative Agent elect to Agent, request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement Classes of Revolving Credit Commitments (“Replacement Revolving Credit Commitments”) to Refinance one replace all or more Facilities a portion of any existing Classes of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Agreement (each, a “Replacement Replaced Revolving Credit Effective DateCommitments”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent); provided that each of the following conditions is satisfied: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or that: substantially concurrently with the establishment effectiveness of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the establishment Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Credit Commitments shall be deemed to have been issued under the Replacement Revolving Credit Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Credit Commitments after giving effect to the reduction contemplated hereby); such Replacement Revolving Credit Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); the maturity date of such Replacement Revolving Credit Commitments shall be no earlier than the Maturity Date of the Replaced Revolving Credit Commitments; provided that nothing in this clause (iv) shall limit the ability Letter of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents Credit Aggregate Sublimit and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for Swingline Cap under such Replacement Revolving Credit Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Series. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the LendersCredit Commitments, the Revolving/TLA Administrative Agent, the Loan Parties Issuing Lender (or any replacement Issuing Lenders) and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. Swingline Lender (d) On or any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.replacement Swingline Lender);

Replacement Revolving Credit Commitments. (ai) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) to Refinance which Refinances one or more Facilities Classes of Revolving Credit Commitments and/or Term Loans under this Agreement; provided, that any such Replacement Revolving Credit Commitments may not be in an aggregate principal amount greater than the Revolving Credit Commitments and/or Term Loans being Refinanced plus unpaid accrued interest, fees, expenses and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection with the Replacement Revolving Credit Commitments and/or Replacement Revolving Loans. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five three Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfiedthat: (iA) (x) if such no Replacement Revolving Commitments are pari passu with Credit Commitment shall have a scheduled termination date prior to the Revolving Credit Termination Date for the Revolving Credit Commitments being Refinanced by or the maturity date for such Term Loans being Refinanced, as the case may be; (B) the Replacement Revolving Credit Commitments shall have such interest rates, fees, discounts, premiums, optional prepayments and redemption terms as may be agreed among the Borrower and the Lenders providing such Replacement Revolving Credit Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (iiC) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iiias provided in Section 1.20(b)(i)(B) no Subsidiary is a guarantor with respect above applicable to such Replacement Revolving Credit Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with shall have terms and conditions agreed to by the establishment of Borrower and the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of lenders providing such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, but shall be substantially the aggregate amount same as (or, taken as a whole, no more favorable to, the lenders providing such Replacement Revolving Credit Commitments than) those applicable to the Class of Revolving Credit Commitments and/or Term Loans being so replaced, except to the extent such covenants and Replacement Revolving Commitments shall not exceed other terms apply solely to any period after the aggregate amount final maturity of the Revolving Credit Commitments in effect immediately prior to the establishment and/or Term Loans being Refinanced or such terms are on current market terms for such type of such Replacement Revolving Commitmentsindebtedness; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement;and (vD) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Collateral Agent shall have entered (i) enter into such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Collateral Agent (which shall not require any consent from any Lender) in order to provide ensure that the Replacement Revolving Credit Commitments and the Replacement Revolving Loans are provided with the benefit of the applicable Security Collateral Documents on a pari passu basis with the other ObligationsObligations (or, to the extent applicable, the Borrower shall have delivered Loan Parties and the Pari Passu Intercreditor Agreement Collateral Agent (to the extent that it is acting in connection therewith the capacity of collateral agent with respect to such Replacement Revolving Loans) 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 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 Collateral Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if (including an intercreditor agreement reasonably requested by acceptable to the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respectextent reasonably necessary), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (bii) The Borrower may approach any Lender or any other Person that would be a permitted an Eligible Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving CommitmentCredit Commitment and the selection of Replacement Revolving Lenders shall be subject to any consent that would be required pursuant to Section 13.12(a)(iii) hereof. Any Replacement Revolving Commitments Credit Commitment made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Credit Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Replacement Revolving Facility Credit Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Commitment Series. (ciii) The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments Loans and any Replacement L/C Issuer and/or Replacement Swingline Lender thereunder (a “Replacement Revolving Facility Credit Amendment”) which shall be consistent with the provisions set forth in paragraph (ai) above (which shall not require the consent of any other Lender)above. Each Replacement Revolving Facility Credit Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The Each of the Administrative Agent and the Collateral Agent shall be permitted, and each is hereby authorized, authorized to enter into such amendments with the Borrower to effectuate effect the foregoing. Any Replacement Revolving Credit Commitment (and the Loans made thereunder) made by a Replacement Revolving Lender pursuant to a Replacement Revolving Credit Amendment shall be deemed a “Revolving Credit Commitment” and “Revolving Loan,” as applicable, for all purposes of this Agreement and each Lender with a Replacement Revolving Loan shall become a Lender with respect to such Replacement Revolving Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Revolving Loans or Revolving Credit Commitments (including Extended Revolving Loans, Extended Revolving Credit Commitments, Replacement Revolving Loans, Replacement Revolving Credit Commitments, New Revolving Loans and New Revolving Credit Commitments) which have more than five different scheduled final maturity dates or shall there be more than five different “Revolving Credit Facilities.” (div) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Credit Commitments of such Replacement Revolving Commitment Series the same Class shall purchase from each of the other Lenders with Replacement Revolving Credit CommitmentsCommitments of such Class, at the principal amount thereofthereof and in the applicable currencies, such interests in the Revolving Credit Loans outstanding on under such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Credit Loans of such Class will be held by the relevant Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. . Subject to the provisions of Section 1.3(i) to the extent relating to Letters of Credit which mature or expire after a maturity date when there exists Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments (e) This Section 3.4 shall supersede any provisions and except as provided in Section 5.11 1.3(i), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofor incurred or 12.1 to the contraryissued).

Replacement Revolving Credit Commitments. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent elect to Agent, request the establishment refinancing of one or more additional all outstanding Revolving Credit Commitments (the “Refinanced Revolving Credit Commitments”) with replacement revolving facilities providing for revolving credit commitments denominated in Dollars under this Agreement established hereunder (the “Replacement Revolving Credit Commitments”) to Refinance one or more Facilities of Revolving Credit Commitments under this Agreement). Each such notice shall specify the date (each, a “Replacement Revolving Credit Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five 10 Business Days nor more than 30 Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfied: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitments; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested agreed by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (b) . The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Series. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent Agent, the Swing Line Lender, (or any replacement Swing Line Lender), each L/C Issuer (or any replacement L/C Issuer) and the Replacement Revolving Credit Lenders providing such Replacement Revolving Credit Commitments (a “Replacement Revolving Credit Facility Amendment”); provided that no Replacement Revolving Credit Facility Amendment or Replacement Revolving Credit Commitments shall become effective unless: (i) [reserved]; (ii) substantially concurrently with the effectiveness thereof, all of the Refinanced Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all the Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit may continue to be outstanding hereunder) and the aggregate amount of such Replacement Revolving Credit Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Credit Commitments; (iii) the Replacement Revolving Credit Commitments shall have a scheduled termination date no earlier than the Maturity Date of the Refinanced Revolving Credit Commitments; (iv) all covenants and other terms applicable to such Replacement Revolving Credit Commitments (other than provisions relating to (x) upfront and other fees, interest rates and margins, discounts and premiums, which shall be consistent as agreed between the Borrower and the lenders providing such Replacing Revolving Credit Commitments and (y) the amount of any Letter of Credit sublimit or Swing Line sublimit under such Replacement Revolving Credit Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Credit Commitments, the Administrative Agent, each applicable L/C Issuer, (or any replacement L/C Issuer), and the Swing Line Lender (or any replacement Swing Line Lender) under such Replacement Revolving Credit Facility) shall be substantially similar to, or less favorable to the Replacement Revolving Credit Lenders than, those applicable to such Refinanced Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date; (v) the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents, including any reaffirmations with respect thereof, as may be reasonably requested by the provisions set forth in paragraph (a) above Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Credit Commitments and the extensions of credit thereunder are provided with the benefit of the applicable Collateral Documents and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent; and (vi) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall be reasonably requested by the Administrative Agent in connection therewith. (b) In connection with the establishment of any Replacement Revolving Credit Commitments, the Borrower shall represent and warrant that both before and after giving effect to the establishment of such Replacement Revolving Credit Commitments (and any extensions of credit pursuant thereto) on the Replacement Revolving Credit Facility Effective Date each of the conditions set forth in paragraphs (a) and (b) of Section 4.02 have been 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 Replacement Revolving Credit Facility Effective Date). (c) The Borrower may approach any Lender or any other Person that is an Eligible Assignee in respect of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Credit Lender”); provided that each Replacement Revolving Credit Lender shall be approved by each applicable L/C Issuer and the Swing Line Lender and the Administrative Agent (such approval not to be unreasonably withheld). Any Lender offered or approached to provide all or any portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Credit Commitment. (d) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Replacement Revolving Credit Facility Amendment. Each Replacement Revolving Credit Facility Amendment may, without the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties effect such amendments to this Agreement and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date Loan Documents as may be specified by necessary or appropriate, in the reasonable opinion of the Administrative Agent and as shall be necessary in order thatthe Borrower, after giving to effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentagesprovisions of this Section 2.18. (e) This Section 3.4 2.18 shall supersede any provisions in Section 5.11 2.13 or 12.1 10.01 to the contrary.

Replacement Revolving Credit Commitments. Subject to the terms and conditions set forth herein, on the Ninth Amendment Effective Date, (a) The Borrower may by written notice each Initial New Revolving Credit Lender agrees to Administrative Agent elect to request provide the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Commitments”) to Refinance one or more Facilities of Revolving Credit Commitments under this Agreement. Each such notice shall specify and make the date (each, a “Replacement Revolving Credit Effective DateLoans on the terms and conditions in the Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”), (b) the New Swing Line Lender agrees to provide swing line loans on which the Borrower proposes that terms and conditions in the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfied: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Amended Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced Agreement and (yc) if such Replacement Revolving Commitments are secured on a junior lien basisthe New L/C Issuer, not secured or are subordinated agrees to any provide letters of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens credit on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, terms and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction conditions in the aggregate amount of any other Amended Credit Agreement. The Replacement Revolving Credit Commitments, the aggregate amount Replacement Revolving Credit Loans, the swing line loans and the letters of credit issued thereunder shall have the terms as specified in the Amended Credit Agreement (including, without limitation, with respect to the interest rate, maturity date, mandatory prepayments and voluntary prepayments). Each Initial New Revolving Credit Lender, the New Swing Line Lender and the New L/C Issuer (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the most recently delivered financial statements delivered pursuant to Section 6.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) as of the Ninth Amendment Effective Date, appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) as of the Ninth Amendment Effective Date, agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender (including Section 10.15). Upon the Ninth Amendment Effective Date, (a) the Replacement Revolving Credit Commitments and shall constitute “Revolving Credit Commitments”, (b) the Replacement Revolving Commitments Credit Loans shall constitutes “Revolving Credit Loans”, (c) to the extent not exceed already a Lender, each Initial New Revolving Credit Lender shall become a Lender under the aggregate amount Credit Agreement and shall have all the rights and obligations of a Lender holding Revolving Credit Commitments, (d) the New Swing Line Lender shall constitute the Swing Line Lender and shall have all rights and obligations of the Revolving Swing Line Lender under the Credit Commitments in effect immediately Agreement and (e) the New L/C Issuer shall constitute the L/C Issuer with all of the rights and obligations of the L/C Issuer under the Credit Agreement. Schedule II contains a schedule of certain letters of credit issued under the Credit Agreement prior to the establishment of such Replacement Revolving Commitments; provided that nothing in this clause (iv) shall limit Ninth Amendment Effective Date by Citibank, N.A. for the ability account of the Borrower to incur additional Indebtedness concurrently as part (including any such letter of credit issued on behalf of a Subsidiary of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to a Restricted Subsidiary). On the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Ninth Amendment Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”i) such letters of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments maycredit, to the extent provided outstanding, shall be automatically and without further action by the parties thereto converted to Letters of Credit issued pursuant to Amended Credit Agreement for the account of the Borrower and subject to the provisions hereof, and for this purpose the fees specified in Section 2.03 of the Amended Credit Agreement shall be payable (in substitution for any fees set forth in the applicable Replacement Revolving Facility Amendment, be designated letter of credit reimbursement agreements or applications relating to such letters of credit) as an increase in any previously established Replacement Revolving Commitments Series. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing if such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent letters of any other Lender). Each Replacement Revolving Facility Amendment shall be binding credit had been issued on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Ninth Amendment Effective Date, (ii) the face amount of such letters of credit shall be included in the calculation of L/C Obligations and (iii) all liabilities of the Borrower with respect to such letters of credit shall constitute Obligations. Notwithstanding anything to the contrary in this Agreement, no letter of credit converted in accordance with this Amendment may be amended, extended or renewed; provided that each such letter of credit may, at the Borrower's option and subject to the satisfaction terms and conditions of the foregoing terms and conditionsCredit Agreement, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, be replaced at the principal amount thereof, such interests in the Revolving time of its maturity with a Letter of Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentagesissued hereunder. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Replacement Revolving Credit Commitments. (ai) The TheOther than during the Basket Suspension Period, the Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) to Refinance which Refinances one or more Facilities Classes of Revolving Credit Commitments and/or Term Loans under this Agreement; provided, that any such Replacement Revolving Credit Commitments may not be in an aggregate principal amount greater than the Revolving Credit Commitments and/or Term Loans being Refinanced plus unpaid accrued interest, fees, expenses and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection with the Replacement Revolving Credit Commitments and/or Replacement Revolving Loans. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfiedthat: (iA) (x) if such no Replacement Revolving Commitments are pari passu with Credit Commitment shall have a scheduled termination date prior to the Revolving Credit Termination Date for the Revolving Credit Commitments being Refinanced by or the maturity date for such Term Loans being Refinanced, as the case may be; (B) the Replacement Revolving Credit Commitments shall have such interest rates, fees, discounts, premiums, optional prepayments and redemption terms as may be agreed among the Borrower and the Lenders providing such Replacement Revolving Credit Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (iiC) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; as provided in Section 1.20(b)(i)clause (iiiB) no Subsidiary is a guarantor with respect above applicable to such Replacement Revolving Credit Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with shall have terms and conditions agreed to by the establishment of Borrower and the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of lenders providing such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, but shall be substantially the aggregate amount same as (or, taken as a whole, no more favorable to, the lenders providing such Replacement Revolving Credit Commitments than) those applicable to the Class of Revolving Credit Commitments and/or Term Loans being so replaced, except to the extent such covenants and Replacement Revolving Commitments shall not exceed other terms apply solely to any period after the aggregate amount final maturity of the Revolving Credit Commitments in effect immediately prior to the establishment and/or Term Loans being Refinanced or such terms are on current market terms for such type of such Replacement Revolving Commitmentsindebtedness; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement;and (vD) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Collateral Agent shall have entered (i) enter into such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Collateral Agent (which shall not require any consent from any Lender) in order to provide ensure that the Replacement Revolving Credit Commitments and the Replacement Revolving Loans are provided with the benefit of the applicable Security Collateral Documents on a pari passu basis with the other ObligationsObligations (or, to the extent applicable, the Borrower shall have delivered Loan Parties and the Pari Passu Intercreditor Agreement Collateral Agent (to the extent that it is acting in connection therewith the capacity of collateral agent with respect to such Replacement Revolving Loans) 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 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 Collateral Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if (including an intercreditor agreement reasonably requested by acceptable to the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respectextent reasonably necessary), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (bii) The Borrower may approach any Lender or any other Person that would be a permitted an Eligible Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving CommitmentCredit Commitment and the selection of Replacement Revolving Lenders shall be subject to any consent that would be required pursuant to Section 13.12(ab)(iii) hereof. Any Replacement Revolving Commitments Credit Commitment made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Credit Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Replacement Revolving Facility Credit Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Commitment Series. (ciii) The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Credit Amendment”) which shall be consistent with the provisions set forth in paragraph (ai) above (which shall not require the consent of any other Lender)above. Each Replacement Revolving Facility Credit Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The Each of the Administrative Agent and the Collateral Agent shall be permitted, and each is hereby authorized, authorized to enter into such amendments with the Borrower to effectuate effect the foregoing. Any Replacement Revolving Credit Commitment (and the Loans made thereunder) made by a Replacement Revolving Lender pursuant to a Replacement Revolving Credit Amendment shall be deemed a “Revolving Credit Commitment” and “Revolving Loan,” as applicable, for all purposes of this Agreement and each Lender with a Replacement Revolving Loan shall become a Lender with respect to such Replacement Revolving Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Revolving Loans or Revolving Credit Commitments (including Extended Revolving Loans, Extended Revolving Credit Commitments, Replacement Revolving Loans, Replacement Revolving Credit Commitments, New Revolving Loans and New Revolving Credit Commitments) which have more than five different scheduled final maturity dates or shall there be more than five different “Revolving Credit Facilities.” (div) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Credit Commitments of such Replacement Revolving Commitment Series the same Class shall purchase from each of the other Lenders with Replacement Revolving Credit CommitmentsCommitments of such Class, at the principal amount thereofthereof and in the applicable currencies, such interests in the Revolving Credit Loans outstanding on under such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Credit Loans of such Class will be held by the relevant Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. . Subject to the provisions of Section 1.3(h) to the extent relating to Letters of Credit which mature or expire after a maturity date when there exists Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments (e) This Section 3.4 shall supersede any provisions and except as provided in Section 5.11 1.3(h), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or 12.1 to the contraryissued).

Replacement Revolving Credit Commitments. (ai) The Borrower may at any time and from time to time, by written notice to the Revolving/TLA Administrative Agent elect to Agent, request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement Classes of Revolving Credit Commitments (“Replacement Revolving Credit Commitments”) to Refinance one replace all or more Facilities a portion of any existing Classes of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Agreement (each, a “Replacement Replaced Revolving Credit Effective DateCommitments”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent); provided that each of the following conditions is satisfiedthat: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment effectiveness of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the establishment Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Credit Commitments shall be deemed to have been issued under the Replacement Revolving Credit Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Credit Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Credit Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the maturity date of such Replacement Revolving Credit Commitments shall be no earlier than the Maturity Date of the Replaced Revolving Credit Commitments; provided that nothing in this clause ; (iv) the Letter of Credit Aggregate Sublimit and the Swingline Cap under such Replacement Revolving Credit Commitments shall limit be as agreed between the ability of Borrower, the Borrower to incur additional Indebtedness concurrently as part of Lenders providing such Replacement Revolving Credit Commitments, the issuance Revolving/TLA Administrative Agent, the Issuing Lender (or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to any replacement Issuing Lenders) and the terms of this AgreementSwingline Lender (or any replacement Swingline Lender); (vA) (x) if secured on a pari passu basis the rate floors, upfront fees, funding discounts, original issue discounts and premiums with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments respect to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Credit Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by different than those for the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent Replaced Revolving Credit Commitments and (yB) if secured on a junior lien basis with the other Obligations, all collateral therefor shall additional fees and/or premiums may be secured by collateral documentation that is substantially similar payable to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for Replacement Revolving Lenders providing such Replacement Revolving Credit Commitments shall have executed in addition to any of the Junior Lien Intercreditor Agreement if reasonably requested items contemplated by the Administrative Agentpreceding clause (A); (vi) all the Replacement Revolving Credit Commitments may have optional prepayment or commitment reduction terms (including call protection and prepayment premiums) and mandatory prepayment or commitment reduction terms as may be agreed between the Borrower and the Replacement Revolving Lenders so long as such Replacement Revolving Credit Commitments do not participate on a greater than pro rata basis in any such voluntary or mandatory prepayments or commitment reductions as compared to the Replaced Revolving Credit Commitments; (vii) the covenants and other terms applicable to such Replacement Revolving Commitments Credit Commitment (other than provisions relating to fees excluding those terms described in the clauses (i), (iii), (iv), (v) and interest rates(vi) above), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving CommitmentsLenders, shall not be more favorable (when taken as a whole) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, Lenders than those applicable to the Lenders with Replaced Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Revolving Maturity Date (before giving effect to the Replacement Revolving Credit Commitments); (viii) no Person that is a Lender prior to the effectiveness of any applicable Additional Credit Extension Amendment with respect to any Replacement Revolving Credit Commitments being Refinancedshall be obligated to provide any such Replacement Revolving Credit Commitments, and any commitment of any Current Lender to provide a Replacement Revolving Credit Commitments shall be in the sole discretion of such Current Lender; and (viiix) there the Revolving Credit Loans made pursuant to Replacement Revolving Credit Commitments shall be no more than two Facilities that are revolving facilities rank pari passu in right of payment and of security with the aggregate in effect at any timeRevolving Credit Loans made pursuant to the Replaced Revolving Credit Commitments. (bii) The Each such notice shall specify (x) the date on which the Borrower may approach any Lender or any other Person proposes that would the Replacement Revolving Credit Commitments become effective, which shall be a date reasonably acceptable to the Revolving/TLA Administrative Agent and (y) the identity of the Persons (each of which shall be an assignee permitted Assignee pursuant to Section 12.6 to 11.8.2 [Assignments by Lenders] (for this purpose treating a Lender of Replacement Revolving Credit Commitments as if it were an assignee)) whom the Borrower proposes would provide all or a portion of the Replacement Revolving Credit Commitments (each such Person, a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a ) and the portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Seriesby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (eiii) This Section 3.4 2.14 shall supersede any provisions in Section 5.11 5.2 [Pro Rata Treatment of Lenders], Section 5.3 [Sharing of Payments by Lenders] or 12.1 Section 11.1 [Modifications, Amendments or Waivers] to the contrary. The Replacement Revolving Credit Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Credit Commitments (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 and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Revolving/TLA Administrative Agent, the Collateral Agent and the Borrower, to effect the provisions of this Section 2.14.

Replacement Revolving Credit Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement Classes of Revolving Credit Commitments (“Replacement Revolving Credit Commitments”) to Refinance one replace all or more Facilities a portion of any existing Classes of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Agreement (each, a “Replacement Replaced Revolving Credit Effective DateCommitments”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent); provided that each of the following conditions is satisfiedthat: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment effectiveness of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the establishment Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Credit Commitments shall be deemed to have been issued under the Replacement Revolving Credit Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Credit Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Credit Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Credit Commitments shall be later than the Maturity Date of the Replaced Revolving Credit Commitments; provided that nothing in this clause ; (iv) the Letter of Credit Sublimit and the Swing Line Sublimit under such Replacement Revolving Credit Commitments shall limit be as agreed between the ability of Borrower, the Borrower to incur additional Indebtedness concurrently as part of Lenders providing such Replacement Revolving Credit Commitments, the issuance Administrative Agent, the L/C Issuer (or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to any replacement L/C Issuer) and the terms of this AgreementSwing Line Lender (or any replacement Swing Line Lender); (vA) (x) if secured on a pari passu basis with the other Obligationspricing, all collateral therefor rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Credit Commitments shall be secured by as agreed between the Security Documents Borrower and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with Lenders so long as, in the benefit case of the applicable Security Documents on a pari passu basis with the other Obligationsany optional prepayment or redemption provisions, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Credit Commitments shall have executed and (B) the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all covenants and other terms applicable to such Replacement Revolving Credit Commitments (other than provisions relating to fees and interest ratesexcluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Credit Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable in any material respect to the lenders providing such the Replacement Revolving Credit Commitments than, than those applicable to the Replaced Revolving Credit Commitments being Refinanced(as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable to any revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Credit Commitments; and (vii) there except during a Collateral Suspension Period (unless the Borrower shall be no more have elected to terminate the Collateral Suspension Period), the Replacement Revolving Credit Commitments shall rank pari passu in right of payment and security with the existing Loans (other than two Facilities any Loans that are revolving facilities subordinated in the aggregate in effect at any timeright of payment or security). (b) The Each such notice shall specify (x) the date (each, a “Replacement Revolving Credit Commitment Effective Date”) on which the Borrower may approach any Lender or any other Person proposes that would the Replacement Revolving Credit Commitments become effective, which shall be a permitted date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be an Eligible Assignee pursuant to Section 12.6 to (for this purpose treating a Lender of Replacement Revolving Credit Commitments as if it were an assignee)) whom the Borrower proposes would provide all or the Replacement Revolving Credit Commitments (each such person, a “Replacement Revolving Credit Lender”) and the portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Seriesby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 2.20 shall supersede any provisions in Section 5.11 2.13 or 12.1 Section 10.01 to the contrary. The Replacement Revolving Credit Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Credit Commitments (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 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 2.20.

Replacement Revolving Credit Commitments. (ai) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities under this Agreement providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) to Refinance which Refinances one or more Facilities Classes of Revolving Credit Commitments and/or Term Loans under this Agreement; provided, that any such Replacement Revolving Credit Commitments may not be in an amount greater than the Revolving Credit Commitments and/or Term Loans being Refinanced plus unpaid accrued interest and premium (if any) thereon and underwriting discounts, fees, commissions, costs and expenses in connection therewith. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfiedthat: (iA) no Default has occurred and is continuing or would result therefrom; (xB) if such no Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect prior to the establishment of any Replacement Revolving Commitments and any concurrent reduction in latest stated maturity date applicable to the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Loans and/or Term Loans being Refinanced; (C) such Replacement Revolving Credit Commitments shall have pricing (including interest rates, fees and premiums), optional prepayment and redemption terms as may be agreed to by the Borrower and the Replacement Revolving Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitments; provided that nothing in this clause Lender (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreementdefined below); (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (viD) all other terms applicable to such Replacement Revolving Credit Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less (taken as a whole) be otherwise not more favorable in any material respect to (as reasonably determined by the Borrower) the lenders providing such Replacement Revolving Credit Commitments than, than those applicable to the then outstanding Term Loans and/or Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the latest final maturity date of the Term Loans or Revolving Credit Commitments being Refinancedexisting at the time of such refinancing or replacement (or, in the case of any unsecured or second lien Replacement Revolving Credit Commitment after the date 91 days after such latest final maturity date); provided that Replacement Revolving Credit Commitments may rank pari passu or junior in right of payment and/or security with the remaining Revolving Credit Commitments, Revolving Credit Loans and/or Term Loans or may be unsecured so long as the holders of any Replacement Revolving Credit Commitments and/or Replacement Revolving Loans that are subordinated in right of payment and/or security are subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; and (viiE) there such Replacement Revolving Credit Commitments shall not be no more secured by (i) Liens on assets other than two Facilities that are revolving facilities in assets securing the aggregate in effect at any timeIndebtedness being Refinanced or (ii) Liens having a higher priority than the Liens, if any, securing the Indebtedness being Refinanced. (bii) The Borrower may approach any Lender or any other Person that would be an Eligible Assignee of a permitted Assignee Revolving Credit Commitment pursuant to Section 12.6 10.06 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving CommitmentCredit Commitment and the selection of Replacement Revolving Lenders shall be subject to the consent of the Administrative Agent, the L/C Issuer and/or the Swing Line Lender to the extent the same would be required pursuant to Section 10.06. Any Replacement Revolving Commitments Credit Commitment made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Credit Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Commitment Series. (ciii) The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.19(b) (including, for the avoidance of doubt, the payment of interest, fees, or premium in respect of the Replacement Revolving Credit Commitments and Replacement Revolving Loans on the terms specified by the Borrower) and hereby waive the requirements of this Agreement (including Section 2.13 and Section 10.01) or any other Loan Document that may otherwise prohibit the transactions contemplated by this Section 2.19(b). The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent Borrower and the Replacement Revolving Lenders providing such Replacement Revolving Commitments Loans and, if applicable, any replacement L/C Issuer and/or replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be substantially consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other LenderSection 2.19(b)(i). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties heretohereto 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 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 2.19(b), including in order to establish new tranches or sub-tranches in respect of the Replacement Revolving Credit Commitments and Replacement Revolving Loans. The Administrative Agent shall be permitted, and each is hereby authorized, authorized to enter into such amendments with the Borrower to effectuate effect the foregoing. (div) On If any Replacement Revolving Credit Commitment is designated as an increase in any previously established Replacement Revolving Credit Commitment, on the Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Credit Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Credit CommitmentsCommitments of such Replacement Revolving Commitment Series, at the principal amount thereofthereof and in the applicable currencies, such interests in the Revolving Credit Loans outstanding on under such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Credit Loans of such Replacement Revolving Commitment Series will be held by the relevant Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit PercentagesCommitments. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Replacement Revolving Credit Commitments. (ai) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) to Refinance which Refinances one or more Facilities Classes of Revolving Credit Commitments and/or Term Loans under this Agreement; provided, that any such Replacement Revolving Credit Commitments may not be in an aggregate principal amount greater than the Revolving Credit Commitments and/or Term Loans being Refinanced plus unpaid accrued interest, fees, expenses and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection with the Replacement Revolving Credit Commitments and/or Replacement Revolving Loans. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five three Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfiedthat: (iA) (x) if such no Replacement Revolving Commitments are pari passu with Credit Commitment shall have a scheduled termination date prior to the Revolving Credit Termination Date for the Revolving Credit Commitments being Refinanced by or the maturity date for such Term Loans being Refinanced, as the case may be; (B) the Replacement Revolving Credit Commitments shall have such interest rates, fees, discounts, premiums, optional prepayments and redemption terms as may be agreed among the Borrower and the Lenders providing such Replacement Revolving Credit Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (iiC) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iiias provided in Section 1.20(b)(i)(B) no Subsidiary is a guarantor with respect above applicable to such Replacement Revolving Credit Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with shall have terms and conditions agreed to by the establishment of Borrower and the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of lenders providing such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, but shall be substantially the aggregate amount same as (or, taken as a whole, no more favorable to, the lenders providing such Replacement Revolving Credit Commitments than) those applicable to the Class of Revolving Credit Commitments and/or Term Loans being so replaced, except to the extent such covenants and Replacement Revolving Commitments shall not exceed other terms apply solely to any period after the aggregate amount final maturity of the Revolving Credit Commitments in effect immediately prior to the establishment and/or Term Loans being Refinanced or such terms are on current market terms for such type of such Replacement Revolving Commitmentsindebtedness; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement;and (vD) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Collateral Agent shall have entered (i) enter into such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Collateral Agent (which shall not require any consent from any Lender) in order to provide ensure that the Replacement Revolving Credit Commitments and the Replacement Revolving Loans are provided with the benefit of the applicable Security Collateral Documents on a pari passu basis with the other ObligationsObligations (or, to the extent applicable, the Borrower shall have delivered Loan Parties and the Pari Passu Intercreditor Agreement Collateral Agent (to the extent that it is acting in connection therewith the capacity of collateral agent with respect to such Replacement Revolving Loans) 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 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 Collateral Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if (including an intercreditor agreement reasonably requested by acceptable to the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respectextent reasonably necessary), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (bii) The Borrower may approach any Lender or any other Person that would be a permitted an Eligible Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving CommitmentCredit Commitment and the selection of Replacement Revolving Lenders shall be subject to any consent that would be required pursuant to Section 13.12(a)(iii) hereof. Any Replacement Revolving Commitments Credit Commitment made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Credit Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Replacement Revolving Facility Credit Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Commitment Series. (ciii) The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Credit Amendment”) which shall be consistent with the provisions set forth in paragraph (ai) above (which shall not require the consent of any other Lender)above. Each Replacement Revolving Facility Credit Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The Each of the Administrative Agent and the Collateral Agent shall be permitted, and each is hereby authorized, authorized to enter into such amendments with the Borrower to effectuate effect the foregoing. Any Replacement Revolving Credit Commitment (and the Loans made thereunder) made by a Replacement Revolving Lender pursuant to a Replacement Revolving Credit Amendment shall be deemed a “Revolving Credit Commitment” and “Revolving Loan,” as applicable, for all purposes of this Agreement and each Lender with a Replacement Revolving Loan shall become a Lender with respect to such Replacement Revolving Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Revolving Loans or Revolving Credit Commitments (including Extended Revolving Loans, Extended Revolving Credit Commitments, Replacement Revolving Loans, Replacement Revolving Credit Commitments, New Revolving Loans and New Revolving Credit Commitments) which have more than five different scheduled final maturity dates or shall there be more than five different “Revolving Credit Facilities.” (div) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Credit Commitments of such Replacement Revolving Commitment Series the same Class shall purchase from each of the other Lenders with Replacement Revolving Credit CommitmentsCommitments of such Class, at the principal amount thereofthereof and in the applicable currencies, such interests in the Revolving Credit Loans outstanding on under such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Credit Loans of such Class will be held by the relevant Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. . Subject to the provisions of Section 1.3(h) to the extent relating to Letters of Credit which mature or expire after a maturity date when there exists Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments (e) This Section 3.4 shall supersede any provisions and except as provided in Section 5.11 1.3(h), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or 12.1 to the contraryissued).

Replacement Revolving Credit Commitments. (ai) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) to Refinance which Refinances one or more Facilities Classes of Revolving Credit Commitments and/or Term Loans under this Agreement; provided, that any such Replacement Revolving Credit Commitments may not be in an aggregate principal amount greater than the Revolving Credit Commitments and/or Term Loans being Refinanced plus unpaid accrued interest, fees, expenses and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection with the Replacement Revolving Credit Commitments and/or Replacement Revolving Loans. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five three Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfiedthat: (iA) (x) if such no Replacement Revolving Commitments are pari passu with Credit Commitment shall have a scheduled principal installment payment date or Commitment reduction or termination date prior to the Maturity Date applicable to the Revolving Credit Commitments being Refinanced by or the Maturity Date for such Term Loans being Refinanced, as the case may be; (B) the Replacement Revolving Credit Commitments shall have such interest rates, fees, discounts, premiums, optional prepayments and redemption terms as may be agreed among the Borrower and the Lenders providing such Replacement Revolving CommitmentsCredit Commitments (provided such prepayment and redemption shall be on a pro rata basis or less than pro rata basis with other then existing Classes requiring prepayments and/or redemptions); (C) other than as provided in Section 2.16(b)(i)(B) above, Replacement Revolving Credit Commitments shall have terms and conditions agreed to by the Borrower and the lenders providing such Replacement Revolving Credit Commitments, but shall be substantially the same as (or, taken as a whole, no more favorable to, the lenders providing such Replacement Revolving Credit Commitments shall have a scheduled termination date no earlier than than) those applicable to the Revolving Credit Commitments being Refinanced and/or Term Loans then outstanding, except to the extent such covenants and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated other terms apply solely to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days period after the Latest Maturity Date; (iiD) if secured, such the proceeds of any Replacement Revolving Credit Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or shall be applied substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect incurrence thereof to the establishment pro rata prepayment and replacement (and termination of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, ) of the aggregate amount Class or Classes of Term Loans and/or Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitmentsbeing Refinanced hereunder; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement;and (vE) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered (i) enter into such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to provide ensure that the Replacement Revolving Credit Commitments and the Replacement Revolving Loans are provided with the benefit of the applicable Security Collateral Documents on a pari passu basis with the other ObligationsSecured Obligations (or, to the extent applicable, the Borrower shall have delivered Loan Parties and the Pari Passu Intercreditor Agreement Administrative Agent) and 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 such documentation is not more restrictive than the Collateral Documents in connection therewith any material respect) and (ii) deliver such other documents and certificates as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if (including an intercreditor agreement reasonably requested by acceptable to the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respectextent reasonably necessary), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (bii) The Borrower may approach any Lender or any other Person that would be a permitted an Eligible Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving CommitmentCredit Commitment and the selection of Replacement Revolving Lenders shall be subject to any consent that would be required pursuant to Section 10.07(b) hereof. Any Replacement Revolving Commitments Credit Commitment made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Credit Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Replacement Revolving Facility Credit Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Commitment Series. (ciii) The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments Loans and any replacement L/C Issuer and/or replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Credit Amendment”) which shall be consistent with the provisions set forth in paragraph (ai) above (which shall not require the consent of any other Lender)above. Each Replacement Revolving Facility Credit Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, authorized to enter into such amendments with the Borrower to effectuate effect the foregoing. Any Replacement Revolving Credit Commitment (and the Loans made thereunder) made by a Replacement Revolving Lender pursuant to a Replacement Revolving Credit Amendment shall be deemed a “Revolving Credit Commitment” and “Revolving Credit Loan”, as applicable, for all purposes of this Agreement and each Lender with a Replacement Revolving Loan shall become a Lender with respect to such Replacement Revolving Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Revolving Credit Loans or Revolving Credit Commitments (including Extended Revolving Credit Commitments, Replacement Revolving Loans, Replacement Revolving Credit Commitments, New Revolving Loans and New Revolving Credit Commitments) which have more than three (3) different scheduled final maturity dates or shall there be more than three different “Revolving Credit Facilities”. (div) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Credit Commitments of such Replacement Revolving Commitment Series the same Class shall purchase from each of the other Lenders with Replacement Revolving Credit CommitmentsCommitments of such Class, at the principal amount thereofthereof and in the applicable currencies, such interests in the Revolving Credit Loans outstanding on under such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Credit Loans of such Class will be held by the relevant Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 . Subject to the contraryprovisions of Section 2.03(l) to the extent relating to Letters of Credit which mature or expire after the Maturity Date of any then existing tranche of Revolving Credit Commitments but prior to the Maturity Date of any other then existing tranche of Revolving Credit Commitments, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments then in effect.

Replacement Revolving Credit Commitments. (a) 2.14.1 The Borrower may at any time and from time to time, by written notice to the Revolving/TLA Administrative Agent elect to Agent, request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement Classes of Revolving Credit Commitments (“Replacement Revolving Credit Commitments”) to Refinance one replace all or more Facilities a portion of any existing Classes of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Agreement (each, a “Replacement Replaced Revolving Credit Effective DateCommitments”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent); provided that each of the following conditions is satisfiedthat: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment effectiveness of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the establishment Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Credit Commitments shall be deemed to have been issued under the Replacement Revolving Credit Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Credit Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Credit Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the maturity date of such Replacement Revolving Credit Commitments shall be no earlier than the Maturity Date of the Replaced Revolving Credit Commitments; provided that nothing in this clause ; (iv) the Letter of Credit Aggregate Sublimit and the Swingline Cap under such Replacement Revolving Credit Commitments shall limit be as agreed between the ability of Borrower, the Borrower to incur additional Indebtedness concurrently as part of Lenders providing such Replacement Revolving Credit Commitments, the issuance Revolving/TLA Administrative Agent, the Issuing Lender (or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to any replacement Issuing Lenders) and the terms of this AgreementSwingline Lender (or any replacement Swingline Lender); (vA) (x) if secured on a pari passu basis the rate floors, upfront fees, funding discounts, original issue discounts and premiums with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments respect to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Credit Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by different than those for the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent Replaced Revolving Credit Commitments and (yB) if secured on a junior lien basis with the other Obligations, all collateral therefor shall additional fees and/or premiums may be secured by collateral documentation that is substantially similar payable to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for Replacement Revolving Lenders providing such Replacement Revolving Credit Commitments shall have executed in addition to any of the Junior Lien Intercreditor Agreement if reasonably requested items contemplated by the Administrative Agentpreceding clause (A); (vi) all the Replacement Revolving Credit Commitments may have optional prepayment or commitment reduction terms (including call protection and prepayment premiums) and mandatory prepayment or commitment reduction terms as may be agreed between the Borrower and the Replacement Revolving Lenders so long as such Replacement Revolving Credit Commitments do not participate on a greater than pro rata basis in any such voluntary or mandatory prepayments or commitment reductions as compared to the Replaced Revolving Credit Commitments; (vii) the covenants and other terms applicable to such Replacement Revolving Commitments Credit Commitment (other than provisions relating to fees excluding those terms described in the clauses (i), (iii), (iv), (v) and interest rates(vi) above), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving CommitmentsLenders, shall not be more favorable (when taken as a whole) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, Lenders than those applicable to the Lenders with Replaced Revolving Credit Commitments, except to the extent such covenants and other terms apply solely to any period after the Revolving Maturity Date (before giving effect to the Replacement Revolving Credit Commitments); (viii) no Person that is a Lender prior to the effectiveness of any applicable Additional Credit Extension Amendment with respect to any Replacement Revolving Credit Commitments being Refinancedshall be obligated to provide any such Replacement Revolving Credit Commitments, and any commitment of any Current Lender to provide a Replacement Revolving Credit Commitments shall be in the sole discretion of such Current Lender; and (viiix) there the Revolving Credit Loans made pursuant to Replacement Revolving Credit Commitments shall rank pari passu in right of payment and of security with the Revolving Credit Loans made pursuant to the Replaced Revolving Credit Commitments. 2.14.2 Each such notice shall specify (x) the date on which the Borrower proposes that the Replacement Revolving Credit Commitments become effective, which shall be no more than two Facilities that are revolving facilities in a date reasonably acceptable to the aggregate in effect at any time. Revolving/TLA Administrative Agent and (by) The Borrower may approach any Lender or any other Person that would the identity of the Persons (each of which shall be a an assignee permitted Assignee pursuant to Section 12.6 to 11.8.2 [Assignments by Lenders] (for this purpose treating a Lender of Replacement Revolving Credit Commitments as if it were an assignee)) whom the Borrower proposes would provide all or a portion of the Replacement Revolving Credit Commitments (each such Person, a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a ) and the portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Seriesby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) 2.14.3 This Section 3.4 2.14 shall supersede any provisions in Section 5.11 5.2 [Pro Rata Treatment of Lenders], Section 5.3 [Sharing of Payments by Lenders] or 12.1 Section 11.1 [Modifications, Amendments or Waivers] to the contrary. The Replacement Revolving Credit Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Credit Commitments (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 and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Revolving/TLA Administrative Agent, the Collateral Agent and the Borrower, to effect the provisions of this Section 2.14.

Replacement Revolving Credit Commitments. ​ (a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement ​ ​ Revolving Commitments”) to Refinance one or more Facilities of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfied: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitments; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Series. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.​ ​

Replacement Revolving Credit Commitments. (ai) The Notwithstanding the foregoing, at any time and from time to time, upon notice by the Borrower may by written notice to the Administrative Agent elect to request the establishment of one Agent, banks, financial institutions or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement other institutional lenders or investors (“Replacement Revolving CommitmentsCommitment Lenders”), which may or may not be then-existing Revolving Credit Lenders, may elect to provide a new Dollar Revolving Credit Commitment (a “Replacement Dollar Revolving Credit Commitment”) to Refinance one or more Facilities of a new Alternative Currency Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Commitment (eacha “Replacement Alternative Currency Revolving Credit Commitment”) (each of a Replacement Dollar Revolving Credit Commitment and Alternative Currency Revolving Credit Commitment, a “Replacement Revolving Credit Effective DateCommitment”) on which hereunder; provided that, the Borrower proposes that the Administrative Agent, L/C Issuer and Swing Line Lender shall have consented (not to be unreasonably withheld) to such banks, financial institutions or other institutional lenders or investors providing such Replacement Revolving Credit Commitments shall become effectiveif such consent would be required under Section 10.07(b) for an assignment of Dollar Revolving Credit Commitments or Alternative Currency Revolving Credit Commitments, which shall as applicable, to such Person. Each Replacement Revolving Credit Commitment will be in an amount (the “Replacement Revolving Amount” and such amount in respect of a date not less than five Business Days after Replacement Dollar Revolving Credit Commitment, a “Replacement Dollar Revolving Amount” or in respect of a Replacement Alternative Currency Revolving Credit Commitment, a “Replacement Alternative Currency Revolving Amount”) and have the date on which such terms specified in the notice is delivered to the Administrative Agent; provided that each the terms of the following conditions is satisfied: (i) (x) if such any Replacement Revolving Commitments are pari passu with the Dollar Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments Commitment shall have a scheduled termination date no earlier than satisfy the Revolving Credit Commitments being Refinanced and (yrequirements set forth in Section 2.16(a) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Extended Dollar Revolving Credit Commitments, the aggregate amount of mutatis mutandis, as though such Replacement Dollar Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount of the Commitment were an Extended Dollar Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitments; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to Commitment and the terms of this Agreement; (v) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with the benefit of the applicable Security Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Alternative Currency Revolving Credit Commitments being Refinanced; and (vii) there Commitment shall be no more than two Facilities that are revolving facilities in satisfy the aggregate in effect at any time. (b) The Borrower may approach any Lender or any other Person that would be a permitted Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Series. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions requirements set forth in paragraph (aSection 2.16(a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, with respect to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Extended Alternative Currency Revolving Credit Commitments, at the principal amount thereofmutatis mutandis, as though such interests in the Replacement Alternative Currency Revolving Credit Loans outstanding on such Replacement Commitment were an Extended Alternative Currency Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit PercentagesCommitment. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 to the contrary.

Replacement Revolving Credit Commitments. (ai) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement (“Replacement Revolving Credit Commitments” and the revolving loans thereunder, “Replacement Revolving Loans”) to Refinance which Refinances one or more Facilities Classes of Revolving Credit Commitments and/or New Term Loans under this Agreement; provided, that any such Replacement Revolving Credit Commitments may not be in an aggregate principal amount greater than the Revolving Credit Commitments and/or New Term Loans being Refinanced plus unpaid accrued interest, fees, expenses and premium (if any) thereon and underwriting discounts, fees, commissions and expenses in connection with the Replacement Revolving Credit Commitments and/or Replacement Revolving Loans. Each such notice shall specify the date (each, a “Replacement Revolving Credit Effective Date”) on which the Borrower proposes that the Replacement Revolving Credit Commitments shall become effective, which shall be a date not less than five three Business Days after the date on which such notice is delivered to the Administrative Agent; provided that each of the following conditions is satisfiedthat: (iA) (x) if such no Replacement Revolving Commitments are pari passu with Credit Commitment shall have a scheduled principal installment payment date or Commitment reduction or termination date prior to the Maturity Date applicable to the Revolving Credit Commitments being Refinanced by or the Maturity Date for such New Term Loans being Refinanced, as the case may be; (B) the Replacement Revolving Credit Commitments shall have such interest rates, fees, discounts, premiums, optional prepayments and redemption terms as may be agreed among the Borrower and the Lenders providing such Replacement Revolving CommitmentsCredit Commitments (provided such prepayment and redemption shall be on a pro rata basis or less than pro rata basis with other then existing Classes of Revolving Credit Commitments requiring prepayments and/or redemptions); (C) other than as provided in Section 2.16(b)(i)(B) above, Replacement Revolving Credit Commitments shall have terms and conditions agreed to by the Borrower and the lenders providing such Replacement Revolving Credit Commitments, but shall be substantially the same as (or, taken as a whole, no more favorable to, the lenders providing such Replacement Revolving Credit Commitments shall have a scheduled termination date no earlier than than) those applicable to the Revolving Credit Commitments being Refinanced then outstanding, except to the extent such covenants and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated other terms apply solely to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days period after the Latest Maturity Date; (iiD) if secured, such the proceeds of any Replacement Revolving Credit Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or shall be applied substantially concurrently with the establishment of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect incurrence thereof to the establishment pro rata prepayment and replacement (and termination of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, ) of the aggregate amount Class or Classes of New Term Loans and/or Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments in effect immediately prior to the establishment of such Replacement Revolving Commitmentsbeing Refinanced hereunder; provided that nothing in this clause (iv) shall limit the ability of the Borrower to incur additional Indebtedness concurrently as part of the issuance or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to the terms of this Agreement;and (vE) (x) if secured on a pari passu basis with the other Obligations, all collateral therefor shall be secured by the Security Documents and the Loan Parties and the Administrative Agent shall have entered (i) enter into such amendments to the Security Collateral Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) in order to provide ensure that the Replacement Revolving Credit Commitments and the Replacement Revolving Loans are provided with the benefit of the applicable Security Collateral Documents on a pari passu basis with the other Obligations, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith Secured Obligations and (ii) deliver such other documents and certificates as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Commitments shall have executed the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all other terms applicable to such Replacement Revolving Commitments (other than provisions relating to fees and interest rates, which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments) shall be substantially identical to, or less favorable in any material respect to the lenders providing such Replacement Revolving Commitments than, those applicable to the Revolving Credit Commitments being Refinanced; and (vii) there shall be no more than two Facilities that are revolving facilities in the aggregate in effect at any time. (bii) The Borrower may approach any Lender or any other Person that would be a permitted an Eligible Assignee pursuant to Section 12.6 to provide all or a portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Credit Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving CommitmentCredit Commitment and the selection of Replacement Revolving Lenders shall be subject to any consent that would be required pursuant to Section 10.07(b) hereof. Any Replacement Revolving Commitments Credit Commitment made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Credit Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Credit Commitments may, to the extent provided in the applicable Replacement Revolving Facility Credit Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Commitment Series. (ciii) The Replacement Revolving Credit Commitments shall be established pursuant to an amendment to this Agreement among Holdings, the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments Loans and any replacement L/C Issuer and/or replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Credit Amendment”) which shall be consistent with the provisions set forth in paragraph (ai) above (which shall not require the consent of any other Lender)above. Each Replacement Revolving Facility Credit Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, authorized to enter into such amendments with the Borrower to effectuate effect the foregoing. Any Replacement Revolving Credit Commitment (and the Loans made thereunder) made by a Replacement Revolving Lender pursuant to a Replacement Revolving Credit Amendment shall be deemed a “Revolving Credit Commitment” and “Revolving Credit Loan”, as applicable, for all purposes of this Agreement and each Lender with a Replacement Revolving Loan shall become a Lender with respect to such Replacement Revolving Loans and all matters relating thereto. Notwithstanding anything to the contrary herein, at no time shall there be Revolving Credit Loans or Revolving Credit Commitments (including Extended Revolving Credit Commitments, Replacement Revolving Loans, Replacement Revolving Credit Commitments, New Revolving Loans and New Revolving Credit Commitments) which have more than three (3) different scheduled final maturity dates or shall there be more than three different “Revolving Credit Facilities”. (div) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Credit Commitments of such Replacement Revolving Commitment Series the same Class shall purchase from each of the other Lenders with Replacement Revolving Credit CommitmentsCommitments of such Class, at the principal amount thereofthereof and in the applicable currencies, such interests in the Revolving Credit Loans outstanding on under such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and Commitments outstanding immediately prior to such Refinancing as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Credit Loans of such Class will be held by the relevant Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. (e) This Section 3.4 shall supersede any provisions in Section 5.11 or 12.1 . Subject to the contraryprovisions of Section 2.03(l) to the extent relating to Letters of Credit which mature or expire after the Maturity Date of any then existing tranche of Revolving Credit Commitments but prior to the Maturity Date of any other then existing tranche of Revolving Credit Commitments, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments then in effect. Subject to the provisions of Section 2.04(g) to the extent relating to Swing Line Loans which mature after the Maturity Date of any then existing tranche of Revolving Credit Commitments but prior to the Maturity Date of any other then existing tranche of Revolving Credit Commitments, all Swing Line Loans shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments then in effect.

Replacement Revolving Credit Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional revolving facilities providing for revolving commitments denominated in Dollars under this Agreement Classes of Revolving Credit Commitments (“Replacement Revolving Credit Commitments”) to Refinance one replace all or more Facilities a portion of any existing Classes of Revolving Credit Commitments under this Agreement. Each such notice shall specify the date Agreement (each, a “Replacement Replaced Revolving Credit Effective DateCommitments”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent); provided that each of the following conditions is satisfiedthat: (i) (x) if such Replacement Revolving Commitments are pari passu with the Revolving Credit Commitments being Refinanced by such Replacement Revolving Commitments, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than the Revolving Credit Commitments being Refinanced and (y) if such Replacement Revolving Commitments are secured on a junior lien basis, not secured or are subordinated to any of the Facilities in right of payment, such Replacement Revolving Commitments shall have a scheduled termination date no earlier than 90 days after the Latest Maturity Date; (ii) if secured, such Replacement Revolving Commitments are not secured by liens on the assets of Parent or any of its Subsidiaries, other than assets constituting Collateral; (iii) no Subsidiary is a guarantor with respect to such Replacement Revolving Commitments unless such Subsidiary is a Subsidiary Guarantor which is guaranteeing (or substantially concurrently with the establishment effectiveness of the Replacement Revolving Commitments will guarantee) the Obligations, and any Unrestricted Entity is an unrestricted entity (or substantive equivalent) of such Replacement Revolving Commitments; (iv) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments and Replacement Revolving Commitments shall not exceed the aggregate amount all or an equivalent portion of the Revolving Credit Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the establishment Revolving Credit Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Credit Lenders, shall be repaid or paid (it being understood, however, than any Letters of Credit issued and outstanding under the Replaced Revolving Credit Commitments shall be deemed to have been issued under the Replacement Revolving Credit Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Credit Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Credit Commitments shall be in an aggregate amount not greater than the aggregate amount of Replaced Revolving Credit Commitments to be replaced plus any accrued interest, fees, costs and expenses related thereto (including any upfront fees); (iii) the final maturity date of such Replacement Revolving Credit Commitments shall be later than the Maturity Date of the Replaced Revolving Credit Commitments; provided that nothing in this clause ; (iv) the Letter of Credit Sublimit and the Swing Line Sublimit under such Replacement Revolving Credit Commitments shall limit be as agreed between the ability of Borrower, the Borrower to incur additional Indebtedness concurrently as part of Lenders providing such Replacement Revolving Credit Commitments, the issuance Administrative Agent, the L/C Issuer (or incurrence of such Indebtedness so long as such additional Indebtedness is otherwise permitted pursuant to any replacement L/C Issuer) and the terms of this AgreementSwing Line Lender (or any replacement Swing Line Lender); (vA) (x) if secured on a pari passu basis with the other Obligationspricing, all collateral therefor rate floors, discounts, fees and optional prepayment or redemption provisions applicable to such Replacement Revolving Credit Commitments shall be secured by as agreed between the Security Documents Borrower and the Loan Parties and the Administrative Agent shall have entered into such amendments to the Security Documents as may be reasonably requested by the Administrative Agent (which shall not require any consent from any Lender) to provide the Replacement Revolving Commitments with Lenders so long as, in the benefit case of the applicable Security Documents on a pari passu basis with the other Obligationsany optional prepayment or redemption provisions, the Borrower shall have delivered the Pari Passu Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the trustee, agent, or collateral trustee for such Refinancing Notes shall have executed the Pari Passu Intercreditor Agreement if reasonably requested by the Administrative Agent and (y) if secured on a junior lien basis with the other Obligations, all collateral therefor shall be secured by collateral documentation that is substantially similar to the Security Documents (and in any event no more restrictive in any material respect), the Borrower shall have delivered the Junior Lien Intercreditor Agreement in connection therewith as may be reasonably requested by the Administrative Agent and the agent for such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Credit Commitments shall have executed and (B) the Junior Lien Intercreditor Agreement if reasonably requested by the Administrative Agent; (vi) all covenants and other terms applicable to such Replacement Revolving Credit Commitments (other than provisions relating to fees and interest ratesexcluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Credit Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable in any material respect to the lenders providing such the Replacement Revolving Credit Commitments than, than those applicable to the Replaced Revolving Credit Commitments being Refinanced(as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date (before giving effect to the Replacement Revolving Credit Commitments) or such covenants or other terms apply equally for the benefit of the other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Credit Commitments; and (vii) there the Replacement Revolving Credit Commitments shall be no more than two Facilities that are revolving facilities rank pari passu in right of payment and security with the aggregate in effect at any timeexisting Loans. (b) The Each such notice shall specify (x) the date (each, a “Replacement Revolving Credit Commitment Effective Date”) on which the Borrower may approach any Lender or any other proposes that the Replacement Revolving Credit Commitments become effective, which shall be a date reasonably acceptable to the Administrative Agent and (y) the identity of the Persons (each of which shall be a Person that would be an Eligible Assignee (for this purpose treating a permitted Assignee pursuant to Section 12.6 to Lender of Replacement Revolving Credit Commitments as if it were an assignee)) whom the Borrower proposes would provide all or the Replacement Revolving Credit Commitments (each such person, a “Replacement Revolving Credit Lender”) and the portion of the Replacement Revolving Credit Commitments (a “Replacement Revolving Lender”); to be provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitments made on any Replacement Revolving Credit Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement and shall be deemed a “Revolving Credit Commitment” for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitments Seriesby each such Person. (c) The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent and the Replacement Revolving Lenders providing such Replacement Revolving Commitments (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (which shall not require the consent of any other Lender). Each Replacement Revolving Facility Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties and the other parties hereto. The Administrative Agent shall be permitted, and is hereby authorized, to enter into such amendments with the Borrower to effectuate the foregoing. (d) On any Replacement Revolving Credit Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Revolving Credit Commitments, at the principal amount thereof, such interests in the Revolving Credit Loans outstanding on such Replacement Revolving Credit Effective Date as may be specified by the Administrative Agent and as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Credit Loans will be held by the relevant Lenders ratably in accordance with their Revolving Credit Percentages. (e) This Section 3.4 2.19 shall supersede any provisions in Section 5.11 2.13 or 12.1 Section 10.11 to the contrary. The Replacement Revolving Credit Commitments shall be documented by an Additional Credit Extension Amendment executed by the Persons providing the Replacement Revolving Credit Commitments (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 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 2.19.