Common use of Replacement Term Loans Clause in Contracts

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Borrower and the Lenders providing all or any portion of a Replacement Term Loan Facility to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility (such existing Loans to be refinanced, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”); provided, that, (i) the aggregate principal amount of any such Replacement Term Loan Facility shall not exceed the aggregate principal amount of the Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; (iii) the weighted average life to maturity of any such Replacement Term Loans shall not be shorter than the weighted average life to maturity of the Refinanced Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); (iv) simultaneously upon the borrowing of any such Replacement Term Loans, the outstanding principal amount of the Refinanced Term Loans to be refinanced with such Replacement Term Loans shall be automatically and permanently reduced in an aggregate amount equal to the principal amount of such Replacement Term Loans; (v) no Subsidiary shall be a guarantor with respect to any such Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced by such Replacement Term Loan Facility, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility Amendment.

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent (i) As of the Administrative AgentThird Amendment Closing Date, Borrower the Replacement Term Loans shall be “Loans”, “Initial Term Loans” and “Term Loans” under, and for all purposes of, the Credit Agreement and the Lenders providing all or any portion of a other Loan Documents. The Replacement Term Loans shall have the same terms as the Existing Term Loans outstanding immediately prior to the ​ ​ ​ Third Amendment Closing Date, other than to the extent expressly provided in this Agreement. Upon the Third Amendment Closing Date, the Replacement Term Loans shall be treated as part of the same Class for all purposes of the Credit Agreement and the other Loan Facility Documents. (ii) On the Third Amendment Closing Date, the proceeds of the Replacement Term Loans shall be applied to permit replace in full the refinancing principal of all outstanding of the Existing Term Loans, all outstanding Incremental Term Loans under any Incremental Term Loan Facilityon the terms and subject to the conditions set forth herein. Notwithstanding anything herein or in the Credit Agreement to the contrary, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility (such existing Loans to be refinanced, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”); provided, that, (i) the aggregate principal amount of any such the Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the Refinanced Existing Term Loans outstanding immediately prior to be refinanced with such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; Third Amendment Closing Date. (iii) It is acknowledged and agreed that pursuant to the weighted average life Cashless Settlement of Existing Term Loans, dated the date hereof, among the Borrowers, Bank of America, N.A., as the New Lender (as defined therein), the Administrative Agent and each Consenting Lender party thereto as an Existing Lender (as defined therein), each such Consenting Lender has waived any breakage loss, cost or expense due and payable to maturity it by the Borrowers pursuant to Section 2.16 of any such Replacement the Credit Agreement with respect to the repayment of the Existing Term Loans shall not be shorter on a date other than the weighted average life to maturity last day of the Refinanced Interest Period relating to such Existing Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); Loans. (iv) simultaneously upon The Borrowers and the borrowing of any such Replacement Term Loans, the outstanding principal amount of the Refinanced Term Loans to be refinanced with such Replacement Term Loans shall be automatically and permanently reduced in an aggregate amount equal to the principal amount of such Replacement Term Loans; (v) no Subsidiary shall be a guarantor with respect Administrative Agent hereby consent to any such Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced assignments made by such Replacement Term Loan Facility, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility Lender or any affiliate thereof to the extent (but only Persons included in the list of allocations separately provided to the extent) necessary to (A) reflect the existence Borrowers and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect (or any Approved Funds or Affiliate of such Persons) in connection with the provisions primary syndication of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility AmendmentLoans.

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent (i) As of the Administrative AgentFifth Amendment Closing Date, Borrower and the Lenders providing all or any portion of a Replacement Term Loan Facility to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any shall be “Loans”, “Initial Term Loans” and “Term Loans” under, and for all purposes of, the Credit Agreement and the other Loan Documents. The Replacement Term Loan Facility (such existing Loans shall have the same terms as the Existing Term Loans outstanding immediately prior to be refinancedthe Fifth Amendment Closing Date, other than to the extent expressly provided in this Agreement. Upon the Fifth Amendment Closing Date, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” Loans shall be treated as part of the same Class for all purposes of the Credit Agreement and the loans under any other Loan Documents. Amounts paid or prepaid in respect of the Replacement Term Loan FacilityLoans may not be reborrowed. (ii) On the Fifth Amendment Closing Date, “the proceeds of the New Replacement Term Loans shall be applied to replace in full the principal of all of the Existing Term Loans (other than that portion of the Existing Term Loans that are exchanged for Exchanged Replacement Term Loans”); provided, thaton the terms and subject to the conditions set forth herein. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of any such the Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the Refinanced Existing Term Loans (plus the amount of accrued but unpaid interest and fees thereon) outstanding immediately prior to be refinanced with such Replacement the Fifth Amendment Closing Date (except as a result of the making of the Incremental Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the Refinanced Term Loans pursuant to be refinanced with such Replacement Term Loan Facility; Section 3 hereof). (iii) Notwithstanding anything herein or in any other Loan Document to the weighted average life contrary, each Consenting Lender that indicates on its Existing Term Lender Signature Page its election of the “Cashless Settlement Option” (each such Consenting Lender, an “Exchanging Term Loan Lender”; each Consenting Lender that does not so elect, a “Non-Exchanging Term Loan Lender”) severally agrees, on the Fifth Amendment Closing Date and subject to maturity the terms and conditions set forth herein, to exchange all (or such lesser amount as the Administrative Agent may allocate to such Consenting Lender) of any such Replacement its Existing Term Loans shall not be shorter than (the weighted average life to maturity aggregate principal amount of the Refinanced Existing Term Loans to be refinanced by of such Consenting Lender so exchanged, its “Exchanged Term Loan Amount”) for Exchanged Replacement Term Loans (calculated at which Existing Term Loans so exchanged shall thereafter be deemed repaid and canceled and no longer outstanding) in an aggregate principal amount equal to its Exchanged Term Loan Amount. For the time avoidance of doubt, (A) the aggregate principal amount, if any, of the Existing Term Loans of each Exchanging Term Loan Lender in excess of such refinancing); Exchanging Term Loan Lender’s Exchanged Term Loan Amount and (ivB) simultaneously upon the borrowing of any such Replacement Term Loans, the outstanding aggregate principal amount of the Refinanced Existing Term Loans of each Non-Exchanging Term Loan Lender, shall in each case be prepaid in full in cash on the Fifth Amendment Closing Date. (iv) Each Consenting Lender hereby waives any breakage loss, cost or expense due and payable to be refinanced it by the Borrowers pursuant to Section 2.16 of the Credit Agreement with respect to the repayment of the Existing Term Loans on a date other than the last day of the Interest Period relating to such Existing Term Loans. (v) The New Replacement Term Loans funded on the Fifth Amendment Closing Date will be funded with an original issue discount of 0.25% (i.e., at a price of 99.75) (it being agreed that the Parent Borrower shall be automatically and permanently reduced in an aggregate amount equal obligated to repay 100% of the principal amount of each such Replacement Term Loans; (v) no Subsidiary shall be a guarantor with respect to any such New Replacement Term Loan Facility unless and interest shall accrue on 100% of the principal amount of each such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to any such New Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced by such Replacement Term Loan Facility, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriateLoan, in each case as provided in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(eCredit Agreement), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility Amendment.

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Borrower Holdings, the Borrowers and the Lenders providing all or any portion of a the relevant Replacement Term Loan Facility Loans to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under of any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility Class (such existing Loans to be refinanced, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”)) hereunder; provided, that, provided that (ia) the aggregate principal amount of any such Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the such Refinanced Term Loans (plus an amount equal to be refinanced with all accrued but unpaid interest, fees, premiums, and expenses incurred in connection therewith), (b) [reserved], (c) subject to the Inside Maturity Exceptions, the final maturity date of such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility Loans shall not be earlier than the final maturity date of the such Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; (iii) and the weighted average life to maturity of any such Replacement Term Loans shall not be shorter than the remaining weighted average life to maturity of the such Refinanced Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); refinancing (iv) simultaneously upon except to the borrowing extent of any such Replacement nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), and (d) the outstanding principal amount covenants, events of default and guarantees shall be not materially more beneficial (taken as a whole) (as determined in good faith by the Refinanced Term Loans Parent Borrower) to be refinanced with the Lenders providing such Replacement Term Loans shall be automatically than the covenants, events of default and permanently reduced in an aggregate amount equal guarantees applicable to the principal amount of such Replacement Refinanced Term Loans; (v) no Subsidiary shall be a guarantor with respect to any such Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced by such Replacement Term Loan Facility, except to the extent necessary (A) reasonably satisfactory to provide the Administrative Agent (provided that no consent shall be required by the Administrative Agent or any of the Lenders if any covenants, events of default and guarantees are added for covenants and other the benefit of any Refinanced Term Loans outstanding after giving effect to the funding of the Replacement Term Loans), (B) reflecting then-current market terms (as determined by the Parent Borrower in good faith at the time of incurrence or issuance (or the obtaining of a commitment with respect thereto)) for the applicable type of Indebtedness or (C) applicable to any period after the Final Maturity Date maturity date in respect of the Refinanced Term Loans in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility Amendment.

Replacement Term Loans. In addition, notwithstanding (a) Notwithstanding anything to the foregoingcontrary in any Loan Document, this Agreement may be amended, amended and restated, supplemented or otherwise modified on one or more occasions with the written consent of the Administrative Agent, the Borrower under the applicable Term Facility and the Lenders and New Lenders providing all or any portion of a the relevant Replacement Term Loan Facility Loans (as defined below) and, prior to the end of the Certain Funds Period, the relevant Replacement Term Commitments (as defined below) to permit the refinancing of all outstanding Term Loans, all outstanding Incremental or any portion of the Term Loans outstanding under any Incremental one or more Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility Facilities (such existing Loans to be refinanced, the “Refinanced Term Loans”) and Term Commitments under one or more Term Facilities (“Refinanced Term Commitments”) (which for this purpose will be deemed to include any then outstanding Replacement Term Loans and Replacement Term Commitments) with a replacement term loan tranche hereunder to Borrower (any such “Replacement Term Loans”) and replacement term loan tranchecommitments hereunder (“Replacement Term Commitments” and together with such Replacement Term Loans relating thereto, a “Replacement Term Loan Facility” ”) which shall be Loans and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”)Commitments hereunder; provided, that, provided that (ia) the aggregate principal amount of any such Replacement Term Loan Facility Loans and Replacement Term Commitments shall not exceed the aggregate principal amount of the such Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the and Refinanced Term Loans to be refinanced Commitments (plus the amount of accrued interest and premium thereon, any underwriting discounts, fees (including upfront fees and original issue discount), commissions and expenses incurred in connection with such Replacement Term Loan Facility; the replacement thereof), (iiib) the weighted average life to maturity of any such Replacement Term Loans shall not be shorter than the weighted average life to maturity of the such Refinanced Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); , (ivc) simultaneously upon the borrowing of any such Replacement Term Loansoriginal issue discount, the outstanding principal amount of the Refinanced Term Loans interest rates, floors and margins, commitment, upfront and other fees, prepayment premiums, amortization schedules, and borrowers with respect to be refinanced with such Replacement Term Loans and Replacement Term Commitments shall be automatically as agreed by the borrowers party thereto and permanently reduced the Lenders and New Lenders providing such Replacement Term Loans and Replacement Term Commitments, including any changes or additional terms to address local law considerations in an aggregate amount equal the case of any new foreign borrowers, (d) such Replacement Term Loans and Replacement Term Commitments shall rank pari passu in right of payment with the other Loans and Commitments hereunder, (e) such Replacement Term Loans and Replacement Term Commitments shall (x) be subject to the principal amount CAM Exchange (and the holders of such Replacement Term Loans; Loans and Replacement Term Commitments shall have become a party to the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent) and (vy) no may not be (i) guaranteed by any Person which is not a Credit Party or (ii) secured by any assets other than the Collateral (other than, in the case of any Replacement Term Loans and Replacement Term Commitments incurred by an Other Subsidiary shall Borrower that is not a U.S. Credit Party, which may be a guarantor with respect to any guaranteed by Persons that are not Credit Parties on the date when such Replacement Term Loan Facility unless Loans and Replacement Term Commitments are established and secured by additional collateral in non-U.S. jurisdictions so long as the Lenders that provide such Subsidiary is Replacement Term Loans and Replacement Term Commitments enter into the CAM Exchange and become a Loan Party; party to the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent), (f) no Event of Default under Section 10.1(a), 10.01(e) or 10.1(f) shall exist immediately prior to or after giving effect to the effectiveness of the relevant Replacement Term Loans and Replacement Term Commitments and (vig) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility Loans and Replacement Term Commitments (excluding interest rates, floors and margins, commitment, upfront and other fees, guarantees, security and maturity, subject to preceding clauses (b) through (f)) shall be substantially identical to, or less favorable to the Lenders and New Lenders providing such Replacement Term Loans under such and Replacement Term Loan Facility than, Commitments than those applicable to the such Refinanced Term Loans being refinanced by such Replacement and Refinanced Term Loan FacilityCommitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date earlier to occur of the date that all other Term Loans are paid in full (other than contingent indemnification obligations not then due) and the latest final maturity of any Term Loans in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility; provided, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant however, that, if such terms are more favorable (taken as a whole) to the Replacement Term Loan Facility Amendment applicable to Lenders or New Lenders providing such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence Loans and terms of such Replacement Term Loan Facility being established pursuant Commitments, the applicable Borrowers shall have the right to unilaterally provide the existing Term Lenders with additional rights and benefits and the “substantially similar to” or not “less favorable” requirement of this clause (g) and compliance therewith shall be determined after giving effect to such Replacement Term Loan Facility Amendmentadditional rights and benefits (it being understood and agreed that Company may, (B) make such other changes at its option, deliver a certificate to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect certifying that the provisions requirements of this Section 10.02(e)clause (g) have been satisfied at least 5 Business Days prior to the incurrence of such Indebtedness, and the Lenders hereby expressly authorize such certification shall be conclusive evidence that such requirements have been satisfied unless the Administrative Agent provides notice to enter into Company of its objection during such 5 Business Day period (including a reasonable description of the basis upon which it objects)). No Term Commitments shall be reduced during the Certain Funds Period as a result of any such Borrower obtaining Replacement Term Commitments hereunder unless such Borrower complies with Section 4.1(a)(v). (b) This Section 2.13 shall supersede any other provisions contained in the Loan Facility AmendmentDocuments, including, without limitation, Section 12.1, to the contrary.

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent (i) As of the Administrative AgentFirst Amendment Effective Date, Borrower and the Lenders providing all or any portion of a Replacement Term Loan Facility to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility (such existing Loans to shall be refinanced, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”); provided” under, thatand for all purposes of, the Amended Credit Agreement and the other Loan Documents. The Replacement Term Loans shall have the same terms as the Existing Term Loans outstanding immediately prior to the First Amendment Effective Date, other than to the extent expressly provided otherwise in this First Amendment. Without limiting the foregoing, the Replacement Term Loans (iA) shall rank on a pari passu basis in right of payment and security with the Obligations in respect of the Revolving Credit Commitments and (B) shall have the same maturity date as the Existing Term Loans outstanding immediately prior to the First Amendment Effective Date. (ii) On the First Amendment Effective Date, the Net Cash Proceeds of all Replacement Term Loans, if any, shall be applied in accordance with Section 3.14 of the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrary, the aggregate principal amount of any such the Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the Refinanced Existing Term Loans outstanding immediately prior to be refinanced the First Amendment Effective Date (plus the amount of fees, costs and expenses incurred in connection with such the Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; Loans). (iii) the weighted average life to maturity of any such The Replacement Term Loans shall not initially be shorter than the weighted average life to maturity of the Refinanced Eurocurrency Term Loans with an Interest Period commencing on the First Amendment Effective Date and ending on the date specified by the US Borrower in the applicable Borrowing Request delivered by it pursuant to be refinanced by such Replacement Term Loans (calculated at Section 4(a)(viii) below; provided that the time of such refinancing); (iv) simultaneously upon the borrowing of any such Replacement Term Loans, the outstanding principal amount of the Refinanced Term Loans to be refinanced with such Replacement Term Loans shall be automatically and permanently reduced in an aggregate amount equal to the principal amount of such Replacement Term Loans; (v) no Subsidiary shall be a guarantor initial Interest Period with respect to any Eurocurrency Borrowing made on the First Amendment Effective Date may be for such period specified in the applicable Borrowing Request that is reasonably acceptable to the Administrative Agent. (iv) The US Borrower and the Administrative Agent hereby consent to any assignments made by the Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to Lender or any such Replacement Term Loan Facility shall be substantially identical to, or less favorable affiliate thereof to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable Persons included in the list of allocations separately provided to the Refinanced Term Loans being refinanced by US Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Replacement Term Loan Facility, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date Persons) in effect immediately prior to such refinancing. In connection with the establishment primary syndication of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility AmendmentLoans.

Replacement Term Loans. In addition, notwithstanding (a) Notwithstanding anything to the foregoingcontrary in any Loan Document, this Agreement may be amended, amended and restated, supplemented or otherwise modified on one or more occasions with the written consent of the Administrative Agent, the Borrower under the applicable Term Facility and the Lenders and New Lenders providing all or any portion of a the relevant Replacement Term Loan Facility Loans (as defined below), the relevant Replacement Term Commitments (as defined below) to permit the refinancing of all outstanding Term Loans, all outstanding Incremental or any portion of the Term Loans outstanding under any Incremental one or more Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility Facilities (such existing Loans to be refinanced, the “Refinanced Term Loans”) and Term Commitments under one or more Term Facilities (“Refinanced Term Commitments”) (which for this purpose will be deemed to include any then outstanding Replacement Term Loans and Replacement Term Commitments) with a replacement term loan tranche hereunder to Borrower (any such “Replacement Term Loans”) and replacement term loan tranchecommitments hereunder (“Replacement Term Commitments” and together with such Replacement Term Loans relating thereto, a “Replacement Term Loan Facility” ”) which shall be Loans and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”)Commitments hereunder; provided, that, provided that (ia) the aggregate principal amount of any such Replacement Term Loan Facility Loans and Replacement Term Commitments shall not exceed the aggregate principal amount of the such Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the and Refinanced Term Loans to be refinanced Commitments (plus the amount of accrued interest and premium thereon, any underwriting discounts, fees (including upfront fees and original issue discount), commissions and expenses incurred in connection with such Replacement Term Loan Facility; the replacement thereof), (iiib) the weighted average life to maturity of any such Replacement Term Loans shall not be shorter than the weighted average life to maturity of the such Refinanced Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); , (ivc) simultaneously upon the borrowing of any such Replacement Term Loansoriginal issue discount, the outstanding principal amount of the Refinanced Term Loans interest rates, floors and margins, commitment, upfront and other fees, prepayment premiums, amortization schedules, and borrowers with respect to be refinanced with such Replacement Term Loans and Replacement Term Commitments shall be automatically as agreed by the borrowers party thereto and permanently reduced in an aggregate amount equal to the principal amount of Lenders and New Lenders providing such Replacement Term Loans; Loans and Replacement Term Commitments, including any changes or additional terms to address local law considerations in the case of any new foreign borrowers, (vd) no Subsidiary shall be a guarantor with respect to any such Replacement Term Loan Facility unless such Subsidiary is a Loan Party; Loans and Replacement Term Commitments shall rank pari passu in right of payment with the other Loans and Commitments hereunder, (e) no Event of Default under Section 10.1(a) or Section 10.1(i) shall exist immediately prior to or after giving effect to the effectiveness of the relevant Replacement Term Loans and Replacement Term Commitments and (vif) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility Loans and Replacement Term Commitments (excluding interest rates, floors and margins, commitment, upfront and other fees, guarantees, security and maturity, subject to preceding clauses (b) through (f)) shall be substantially identical to, or less favorable to the Lenders and New Lenders providing such Replacement Term Loans under such and Replacement Term Loan Facility than, Commitments than those applicable to the such Refinanced Term Loans being refinanced by such Replacement and Refinanced Term Loan FacilityCommitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date earlier to occur of the date that all other Term Loans are paid in full (other than contingent indemnification obligations not then due) and the latest final maturity of any Term Loans in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility; provided, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant however, that, if such terms are more favorable (taken as a whole) to the Replacement Term Loan Facility Amendment applicable to Lenders or New Lenders providing such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence Loans and terms of such Replacement Term Loan Facility being established pursuant Commitments, the applicable Borrowers shall have the right to unilaterally provide the existing Term Lenders with additional rights and benefits and the “substantially similar to” or not “less favorable” requirement of this clause (f) and compliance therewith shall be determined after giving effect to such Replacement Term Loan Facility Amendmentadditional rights and benefits (it being understood and agreed that Crown Holdings may, (B) make such other changes at its option, deliver a certificate to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect certifying that the provisions requirements of this Section 10.02(e)clause (f) have been satisfied at least 5 Business Days prior to the incurrence of such Indebtedness, and the Lenders hereby expressly authorize such certification shall be conclusive evidence that such requirements have been satisfied unless the Administrative Agent provides notice to enter into Crown Holdings of its objection during such 5 Business Day period (including a reasonable description of the basis upon which it objects)). (b) This Section 2.14 shall supersede any such Replacement Term other provisions contained in the Loan Facility AmendmentDocuments, including, without limitation, Section 12.1, to the contrary.

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent (i) As of the Administrative AgentSecond Amendment Effective Date, Borrower and the Lenders providing all or any portion of a Replacement Term Loan Facility to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility (such existing Loans to shall be refinanced, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”); provided” under, thatand for all purposes of, the Amended Credit Agreement and the other Loan Documents. The Replacement Term Loans shall have the same terms as the Existing Term Loans outstanding immediately prior to the Second Amendment Effective Date, other than to the extent expressly provided otherwise in this Second Amendment. Without limiting the foregoing, the Replacement Term Loans (iA) shall rank on a pari passu basis in right of payment and security with the Obligations in respect of the Revolving Credit Commitments and (B) shall have the same maturity date as the Existing Term Loans outstanding immediately prior to the Second Amendment Effective Date. (ii) On the Second Amendment Effective Date, the Net Cash Proceeds of all Replacement Term Loans, if any, shall be applied in accordance with Section 3.14 of the Amended Credit Agreement. Notwithstanding anything herein or in the Amended Credit Agreement to the contrary, the aggregate principal amount of any such the Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the Refinanced Existing Term Loans outstanding immediately prior to be refinanced the Second Amendment Effective Date (plus the amount of fees, costs and expenses incurred in connection with such the Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; Loans). (iii) the weighted average life to maturity of any such The Replacement Term Loans shall not initially be shorter than the weighted average life to maturity of the Refinanced Eurocurrency Term Loans with an Interest Period commencing on the Second Amendment Effective Date and ending on the date specified by the US Borrower in the applicable Borrowing Request delivered by it pursuant to be refinanced by such Replacement Term Loans (calculated at Section 4(a)(viii) below; provided that the time of such refinancing); (iv) simultaneously upon the borrowing of any such Replacement Term Loans, the outstanding principal amount of the Refinanced Term Loans to be refinanced with such Replacement Term Loans shall be automatically and permanently reduced in an aggregate amount equal to the principal amount of such Replacement Term Loans; (v) no Subsidiary shall be a guarantor initial Interest Period with respect to any Eurocurrency Borrowing made on the Second Amendment Effective Date may be for such period specified in the applicable Borrowing Request that is reasonably acceptable to the Administrative Agent. (iv) The US Borrower and the Administrative Agent hereby consent to any assignments made by the Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to Lender or any such Replacement Term Loan Facility shall be substantially identical to, or less favorable affiliate thereof to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable Persons included in the list of allocations separately provided to the Refinanced Term Loans being refinanced by US Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Replacement Term Loan Facility, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date Persons) in effect immediately prior to such refinancing. In connection with the establishment primary syndication of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility AmendmentLoans.

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Borrower Holdings, the Borrowers and the Lenders providing all or any portion of a the relevant Replacement Term Loan Facility Loans to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under of any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility Class (such existing Loans to be refinanced, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”)) hereunder; provided, that, provided that (ia) the aggregate principal amount of any such Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the such Refinanced Term Loans (plus an amount equal to be refinanced with all accrued but unpaid interest, fees, premiums, and expenses incurred in connection therewith), (b) [reserved], (c) subject to the Inside Maturity Exceptions, the final maturity date of such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility Loans shall not be earlier than the final maturity date of the such Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; (iii) and the weighted average life to maturity of any such Replacement Term Loans shall not be shorter than the remaining weighted average life to maturity of the such Refinanced Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); refinancing (iv) simultaneously upon except to the borrowing extent of any such Replacement nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), and (d) the outstanding principal amount covenants, events of default and guarantees shall be not materially more beneficial (taken as a whole) (as determined in good faith by the Refinanced Term Loans Parent Borrower) to be refinanced with the Lenders providing such Replacement Term Loans shall be automatically than the covenants, events of default and permanently reduced in an aggregate amount equal guarantees applicable to the principal amount of such Replacement Refinanced Term Loans; (v) no Subsidiary shall be a guarantor with respect to any such Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced by such Replacement Term Loan Facility, except to the extent necessary (A) reasonably satisfactory to provide the Administrative Agent (provided that no consent shall be required by the Administrative Agent or any of the Lenders if any covenants, events of default and guarantees are added for covenants and other the benefit of any Refinanced Term Loans outstanding after giving effect to the funding of the Replacement Term Loans), (B) reflecting then-current market terms (as determined by the Parent Borrower in good faith at the time of incurrence or issuance (or the obtaining of a commitment with respect thereto)) for the applicable type of Indebtedness or (C) applicable to any period after the Final Maturity Date maturity date in respect of the Refinanced Term Loans in effect immediately prior to such refinancing. In connection with the establishment Section 586. Automatic Release of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement Guarantees and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility Amendment.Liens. #96533218v9

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent Section 2.01 of the Administrative AgentCredit Agreement is further amended by adding a new subsection (d) to of such Section immediately following subsection (c) thereof, Borrower as follows: (i) Subject to the terms and the Lenders providing all or any portion of a conditions set forth herein, each Replacement Term Loan Facility Lender severally agrees to permit the refinancing of all outstanding Term Loansmake a single loan (each such loan, all outstanding Incremental Term Loans under together with any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility (such existing Loans to be refinanced, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan trancheLoan, a “Replacement Term Loan Facility” and Loan”) to the loans under any Replacement Term Loan FacilityBorrower in Dollars, “Replacement Term Loans”); providedon the First Amendment Effective Date, that, in an aggregate amount not to exceed (i) when taken together with the aggregate amount of all Replacement Term Loans made to the Borrower on the First Amendment Effective Date by the other Replacement Term Lenders, the aggregate of all Replacement Term Commitments of all Replacement Term Lenders or (ii) such Replacement Term Lender’s Replacement Term Commitment. Amounts borrowed under this Section 2.01(d) and paid or prepaid may not be reborrowed. Replacement Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein. The Borrowing of Replacement Term Loans on the First Amendment Effective Date may be borrowed as Eurocurrency Rate Loans only if the Borrower shall have delivered a Loan Notice to the Administrative Agent as contemplated by Section 2.02 three Business Days prior to the requested date of such Borrowing, which notice shall be accompanied by a written agreement of the Borrower confirming that the Borrower shall compensate any Lender or Additional Lender who executes and delivers a counterpart of Amendment No. 1 for any loss as contemplated by Section 3.05 incurred by such Lender or Additional Lender as a result of any failure by the Borrower to borrow such Loans (for a reason other than any such Additional Lender having failed to make such Loan for a reason other than the First Amendment Effective Date having failed to occur). Each Replacement Term Borrowing shall consist of Replacement Term Loans made to the Borrower simultaneously by the Replacement Term Lenders ratably according to their Replacement Term Commitments. (ii) Subject to the terms and conditions set forth herein, each Term Lender is hereby offered the opportunity to convert all of such Lender’s Term Loans which are outstanding on the First Amendment Effective Date to Replacement Term Loans under the Replacement Term Credit Facility. A duly executed counterpart of Amendment No. 1 delivered to the Administrative Agent by a Term Lender on or prior to the First Amendment Effective Date shall confirm the amount of such Term Lender’s Replacement Term Commitment and the principal amount of any such Replacement Term Loan Facility shall not exceed the aggregate principal amount of the Refinanced Term Loans held by such Lender on the First Amendment Effective Date that are to be refinanced with such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; (iii) the weighted average life to maturity of any such Replacement Term Loans shall not be shorter than the weighted average life to maturity of the Refinanced Term Loans to be refinanced by such converted into Replacement Term Loans (calculated at and by its execution and delivery of a counterpart of Amendment No. 1, each Revolving Term party to Amendment No. 1 shall be deemed to have elected to so convert such Term Loans). Each such Term Loan to the time extent it is to be so converted is referred to as a “Converted Term Loan”. Converted Term Loans shall be treated for all purposes hereunder as applying towards such Lender’s Replacement Term Loans requested by the Borrower to be made on the First Amendment Effective Date pursuant to clause (i) of such refinancingthis Section 2.01(d); (iv) simultaneously upon . On the borrowing First Amendment Effective Date, the Converted Term Loans shall be converted for all purposes of any such this Agreement into Replacement Term Loans, and the outstanding principal Administrative Agent shall record in the Register the aggregate amount of the Refinanced Converted Term Loans to be refinanced with such so converted into Replacement Term Loans. On the First Amendment Effective Date, any such Converted Term Loans which are outstanding as Eurocurrency Rate Loans shall be automatically and permanently reduced converted to Base Rate Loans or Eurocurrency Rate Loans with a new Interest Period, as the case may be, as provided in an aggregate amount equal the Loan Notice referred to in Section 2.01(d)(i). (iii) Delivery of a duly executed Amendment No. 1 to the principal Administrative Agent by each Additional Replacement Term Lender shall also confirm the amount of such Additional Replacement Term Loans; (v) no Subsidiary Lender’s Replacement Term Commitment and such execution and delivery shall be a guarantor with respect to obviate the need for any such Additional Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable Lender to any such Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced by such Replacement Term Loan Facility, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that execute this Agreement and the other Loan Documents may such duly executed counterpart of Amendment No. 1 shall be amended pursuant deemed for all purposes to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes be a signature to this Agreement Agreement. The Borrower hereby authorizes and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(e), and the Lenders hereby expressly authorize directs the Administrative Agent to enter into any such apply the proceeds of Replacement Term Loan Facility AmendmentLoans made by the Additional Replacement Term Lenders on the First Amendment Effective Date to refinance the outstanding Revolving Loans and Term Loans on such date which are not Converted Revolving Loans, Converted Term Loans or Converted Excess Term Loans. (iv) On the First Amendment Effective Date, the Borrower shall pay all accrued and unpaid interest on the Term Loans prior to the conversion or refinancing of such Loans pursuant to clauses (ii) or (iii) of this Section 2.01(d) or clause (iii) of Section 2.01(c). On or after the First Amendment Effective Date the Borrower will compensate each Term Lender for funding losses, if any, pursuant to Section 3.05 in respect of any Term Loans which are Eurocurrency Rate Loans, if the First Amendment Effective Date does not occur on the last day of an applicable Interest Period.”

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Borrower Holdings, the Borrowers and the Lenders providing all or any portion of a the relevant Replacement Term Loan Facility Loans to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under of any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility Class (such existing Loans to be refinanced, the “Refinanced Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”)) hereunder; provided, that, provided that (ia) the aggregate principal amount of any such Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the such Refinanced Term Loans (plus an amount equal to be refinanced with all accrued but unpaid interest, fees, premiums, and expenses incurred in connection therewith), (b) [reserved], (c) subject to the Inside Maturity Exceptions, the final maturity date of such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility Loans shall not be earlier than the final maturity date of the such Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; (iii) and the weighted average life to maturity of any such Replacement Term Loans shall not be shorter than the remaining weighted average life to maturity of the such Refinanced Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); refinancing (iv) simultaneously upon except to the borrowing extent of any such Replacement nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), and (d) the outstanding principal amount covenants, events of default and guarantees shall be not materially more beneficial (taken as a whole) (as determined in good faith by the Refinanced Term Loans Parent Borrower) to be refinanced with the Lenders providing such Replacement Term Loans shall be automatically than the covenants, events of default and permanently reduced in an aggregate amount equal guarantees applicable to the principal amount of such Replacement Refinanced Term Loans; (v) no Subsidiary shall be a guarantor with respect to any such Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced by such Replacement Term Loan Facility, except to the extent necessary (A) reasonably satisfactory to provide the Administrative Agent (provided that no consent shall be required by the Administrative Agent or any of the Lenders if any covenants, events of default and guarantees are added for covenants and other the benefit of any Refinanced Term Loans outstanding after giving effect to the funding of the Replacement Term Loans), (B) reflecting then-current market terms (as determined by the Parent Borrower in good faith at the time of incurrence or issuance (or the obtaining of a commitment with respect thereto)) for the applicable type of Indebtedness or (C) applicable to any period after the Final Maturity Date maturity date in respect of the Refinanced Term Loans in effect immediately prior to such refinancing. In connection with the establishment Automatic Release of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement Guarantees and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility AmendmentLiens.

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent (i) As of the Administrative AgentSecond Amendment Closing Date, Borrower and the Lenders providing all or any portion of a Replacement Term Loan Facility to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility (such existing Loans to shall be refinanced“Loans”, the “Refinanced Initial Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan FacilityLoans”, “Replacement Term Loans”); provided” and “Additional Term Loans” under, thatand for all purposes of, the Credit Agreement and the other Loan Documents. The Replacement Term Loans shall have the same terms as the Existing Term Loans outstanding immediately prior to the Second Amendment Closing Date, other than to the extent expressly provided in this Agreement. Without limiting the foregoing, the Replacement Term Loans shall have the same maturity date as the Existing Term Loans outstanding immediately prior to the Second Amendment Closing Date. Upon the Second Amendment Closing Date, the Replacement Term Loans shall be treated as part of the same Class for all purposes of the Credit Agreement and the other Loan Documents. (iii) On the Second Amendment Closing Date, the proceeds of the Replacement Term Loans shall be applied to replace in full the principal of all of the Existing Term Loans, on the terms and subject to the conditions set forth herein. Notwithstanding anything herein or in the Credit Agreement to the contrary, the aggregate principal amount of any such the Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the Refinanced Existing Term Loans outstanding immediately prior to be refinanced with such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; Second Amendment Closing Date. (iii) It is acknowledged and agreed that pursuant to the weighted average life Cashless Settlement of Existing Term Loans, dated the date hereof, among the Borrowers, Jefferies Finance LLC, as the New Lender (as defined therein), the Administrative Agent and each Consenting Lender party thereto as an Existing Lender (as defined therein), each such Consenting Lender has waived any breakage loss, cost or expense due and payable to maturity it by the Borrower pursuant to Section 2.16 of any such Replacement the Credit Agreement with respect to the repayment of the Existing Term Loans shall not be shorter on a date other than the weighted average life to maturity last day of the Refinanced Interest Period relating to such Existing Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); Loans. (iv) simultaneously upon The Borrower and the borrowing of any such Replacement Term Loans, the outstanding principal amount of the Refinanced Term Loans to be refinanced with such Replacement Term Loans shall be automatically and permanently reduced in an aggregate amount equal to the principal amount of such Replacement Term Loans; (v) no Subsidiary shall be a guarantor with respect Administrative Agent hereby consent to any such Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced assignments made by such Replacement Term Loan Facility, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable to such Replacement Term Loan Facility Lender or any affiliate thereof to the extent (but only Persons included in the list of allocations separately provided to the extent) necessary to (A) reflect the existence Borrower and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect (or any Approved Funds or Affiliate of such Persons) in connection with the provisions primary syndication of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility AmendmentLoans.

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent (a) As of the Administrative AgentThird Amendment Closing Date, Borrower and the Lenders providing all or any portion of a Replacement Term Loan Facility to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility (such existing Loans to shall be refinanced“Loans”, the “Refinanced Initial Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan FacilityLoans”, “Replacement Term Loans”” and “Additional Term Loans” under, and for all purposes of, the Credit Agreement and the other Loan Documents and the Replacement Term Commitments shall be “Term Commitments” under, and for all purposes of, the Credit Agreement and the other Loan Documents. The Replacement Term Loans shall have the same terms as the Existing Term Loans outstanding immediately prior to the Third Amendment Closing Date, other than to the extent expressly provided in this Agreement. Without limiting the foregoing, the Replacement Term Loans shall have the same maturity date as the Existing Term Loans outstanding immediately prior to the Third Amendment Closing Date. Upon the Third Amendment Closing Date, the Replacement Term Loans shall be treated as part of the same Class of Term Loans as the Initial Term Loan for all purposes of the Credit Agreement and the other Loan Documents. It is understood and agreed that on the Third Amendment Closing Date, the Replacement Term Loans shall be added to (and form part of) each Term Borrowing of outstanding Initial Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings); provided, thatso that each Initial Term Lender will participate proportionately in each then outstanding Initial Term Borrowing. (b) On the Third Amendment Closing Date, the proceeds of the Replacement Term Loans (iother than the Converted Loans) shall be applied to replace in full the principal of all of the Existing Term Loans (other than the Converted Loans), on the terms and subject to the conditions set forth herein. Notwithstanding anything herein or in the Credit Agreement to the contrary, the aggregate principal amount of any such the Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the Refinanced Existing Term Loans outstanding immediately prior to the Third Amendment Closing Date. (c) Upon the effectiveness of this Agreement, the Existing Term Loans outstanding immediately prior to the Third Amendment Closing Date (other than the Converted Loans) shall be refinanced prepaid in full with such the proceeds of the Replacement Term Loans by the Borrower on the Third Amendment Closing Date. Each Replacement Term Loan Facility; Lender hereby waives (i) any breakage loss, cost or expense due and payable to it by the Borrower pursuant to Section 2.16 of the Credit Agreement with respect to the repayment of the Existing Term Loans on a date other than the last day of the Interest Period relating to such Existing Term Loans and (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date prepayment notice requirements set forth in Section 2.11(a) of the Refinanced Credit Agreement with respect to the prepayment of the Existing Term Loans to be refinanced with such Replacement Term Loan Facility; (iii) the weighted average life to maturity proceeds of any such the Replacement Term Loans shall not be shorter than on the weighted average life Third Amendment Closing Date. (d) Notwithstanding anything herein or in the Credit Agreement to maturity of the Refinanced Term Loans to be refinanced by such Replacement Term Loans contrary, (calculated at i) on the time of such refinancing); (iv) simultaneously upon the borrowing of any such Replacement Term LoansThird Amendment Closing Date, the outstanding principal amount of the Refinanced Term Loans to be refinanced with such Replacement Term Loans Borrower shall be automatically pay all accrued and permanently reduced in an aggregate amount equal to the principal amount of such Replacement Term Loans; (v) no Subsidiary shall be a guarantor unpaid interest with respect to any such Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Existing Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced by such Replacement Term Loan Facility, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect outstanding immediately prior to such refinancing. In date and (ii) each Converting Term Lender hereby waives (x) the notice requirements of Section 2.08 of the Credit Agreement with respect to the conversion of the interest rate applicable to the Converted Loans and the Borrowing of the Replacement Term Loans and (y) any breakage loss, cost or expense due and payable to it by the Borrower pursuant to Section 2.16 of the Credit Agreement in connection with the establishment repayment of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement interest and the other Loan Documents may be amended pursuant conversion to a new Interest Period on the Replacement Term Loan Facility Third Amendment applicable to such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents Closing Date as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility Amendmentdescribed above.

Replacement Term Loans. In addition, notwithstanding (a) Notwithstanding anything to the foregoingcontrary in any Loan Document, this Agreement may be amended, amended and restated, supplemented or otherwise modified on one or more occasions with the written consent of the Administrative Agent, the Borrower under the applicable Term Facility and the Lenders and New Lenders providing all or any portion of a the relevant Replacement Term Loan Facility Loans (as defined below) and, prior to the end of the Certain Funds Period, the relevant Replacement Term Commitments (as defined below) to permit the refinancing of all outstanding Term Loans, all outstanding Incremental or any portion of the Term Loans outstanding under any Incremental one or more Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility Facilities (such existing Loans to be refinanced, the “Refinanced Term Loans”) and Term Commitments under one or more Term Facilities (“Refinanced Term Commitments”) (which for this purpose will be deemed to include any then outstanding Replacement Term Loans and Replacementunder such existing Term CommitmentsFacility) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”), and replacement term commitments hereunder (“Replacement Term Commitments” and together with such Replacement Term Loans relating theretothe facility in respect thereof, a “Replacement Term Facility”) which shall be Loans and Commitments hereunder; provided, that, provided that (ia) the aggregate principal amount of any such Replacement Term Loan Facility Loans and Replacement Term Commitments shall not exceed the aggregate principal amount of the such Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the and Refinanced Term Loans to be refinanced Commitments (plus the amount of accrued interest and premium thereon, any underwriting discounts, fees (including upfront fees and original issue discount), commissions and expenses incurred in connection with such Replacement Term Loan Facility; the replacement thereof), (iiib) the weighted average life to maturity of any such Replacement Term Loans shall not be shorter than the weighted average life to maturity of the such Refinanced Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); , (ivc) simultaneously upon the borrowing of any such Replacement Term Loansoriginal issue discount, the outstanding principal amount of the Refinanced Term Loans interest rates, floors and margins, commitment, upfront and other fees, prepayment premiums, amortization schedules, and borrowers with respect to be refinanced with such Replacement Term Loans and Replacement Term Commitments shall be automatically as agreed by the borrowers party thereto and permanently reduced the Lenders and New Lenders providing such Replacement Term Loans and Replacement Term Commitments, including any changes or additional terms to address local law considerations in an aggregate amount equal the case of any new foreign borrowers, (d) such Replacement Term Loans and Replacement Term Commitments shall rank pari passu in right of payment with the other Loans and Commitments hereunder, (e) such Replacement Term Loans and Replacement Term Commitments shall (x) be subject to the principal amount CAM Exchange (and the holders of such Replacement Term Loans; Loans and Replacement Term Commitments shall have become a party to the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent) and (vy) no may not be (i) guaranteed by any Person which is not a Credit Party or (ii) secured by any assets other than the Collateral (other than, in the case of any Replacement Term Loans and Replacement Term Commitments incurred by an Other Subsidiary shall Borrower that is not a U.S. Credit Party, which may be a guarantor with respect to any guaranteed by Persons that are not Credit Parties on the date when such Replacement Term Loan Facility unless Loans and Replacement Term Commitments are established and secured by additional collateral in non-U.S. jurisdictions so long as the Lenders that provide such Subsidiary is Replacement Term Loans and Replacement Term Commitments enter into the CAM Exchange and become a Loan Party; party to the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent), (f) no Event of Default under Section 10.1(a), 10.0110.1(e) or 10.1(f) shall exist immediately prior to or after giving effect to the effectiveness of the relevant Replacement Term Loans and Replacement Term Commitments and (vig) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility Loans and Replacement Term Commitments (excluding interest rates, floors and margins, commitment, upfront and other fees, guarantees, security and maturity, subject to preceding clauses (b) through (f)) shall be substantially identical to, or less favorable to the Lenders and New Lenders providing such Replacement Term Loans under such and Replacement Term Loan Facility than, Commitments than those applicable to the such Refinanced Term Loans being refinanced by such Replacement and Refinanced Term Loan FacilityCommitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date earlier to occur of the date that all other Term Loans are paid in full (other than contingent indemnification obligations not then due) and the latest final maturity of any Term Loans in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility; provided, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant however, that, if such terms are more favorable (taken as a whole) to the Replacement Term Loan Facility Amendment applicable to Lenders or New Lenders providing such Replacement Term Loan Facility to the extent (but only to the extent) necessary to (A) reflect the existence Loans and terms of such Replacement Term Loan Facility being established pursuant Commitments, the applicable Borrowers shall have the right to unilaterally provide the existing Term Lenders with additional rights and benefits and the “substantially similar to” or not “less favorable” requirement of this clause (g) and compliance therewith shall be determined after giving effect to such Replacement Term Loan Facility Amendmentadditional rights and benefits (it being understood and agreed that Company may, (B) make such other changes at its option, deliver a certificate to this Agreement and the other Loan Documents consistent with the provisions and intent of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect certifying that the provisions requirements of this Section 10.02(e)clause (g) have been satisfied at least 5 Business Days prior to the incurrence of such Indebtedness, and the Lenders hereby expressly authorize such certification shall be conclusive evidence that such requirements have been satisfied unless the Administrative Agent provides notice to enter into Company of its objection during such 5 Business Day period (including a reasonable description of the basis upon which it objects)). No Term Commitments shall be reduced during the Certain Funds Period as a result of any such Borrower obtaining Replacement Term Commitments hereunder unless such Borrower complies with Section 4.1(a)(v). (b) ThisNotwithstanding anything to the contrary in this Agreement or any other Loan Facility AmendmentDocument, this Section 2.13 shall supersede any other provisions contained in the Loan Documents, including, without limitation, Section 12.1, to the contrary.

Replacement Term Loans. In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent (i) As of the Administrative AgentFirst Amendment Closing Date, Borrower and the Lenders providing all or any portion of a Replacement Term Loan Facility to permit the refinancing of all outstanding Term Loans, all outstanding Incremental Term Loans under any Incremental Term Loan Facility, or all outstanding Replacement Term Loans under any Replacement Term Loan Facility (such existing Loans to shall be refinanced, the “Refinanced Senior Lien Term Loans”) with a replacement term loan tranche hereunder to Borrower (any such replacement term loan tranche, a “Replacement Term Loan Facility” and the loans under any Replacement Term Loan Facility, “Replacement Term Loans”); provided” under, thatand for all purposes of, the Credit Agreement and the other Loan Documents. The Replacement Term Loans shall be deemed to have been incurred under a “Replacement Facility” under, and for all purposes of the Credit Agreement and the other Loan Documents. The Replacement Term Loans shall have the same terms as the Existing Senior Lien Term Loans outstanding immediately prior to the First Amendment Closing Date, other than to the extent expressly provided in this Agreement. Without limiting the foregoing, the Replacement Term Loans shall have the same maturity date as the Existing Senior Lien Term Loans outstanding immediately prior to the First Amendment Closing Date. Upon the First Amendment Closing Date, the Replacement Term Loans shall be treated as part of the same Class for all purposes of the Credit Agreement and the other Loan Documents. (iii) On the First Amendment Closing Date, the proceeds of all Replacement Term Loans shall be applied to prepay in full all principal of all of the Existing Senior Lien Term Loans, on the terms and subject to the conditions set forth herein. Notwithstanding anything herein or in the Credit Agreement to the contrary, the aggregate principal amount of any such the Replacement Term Loan Facility Loans shall not exceed the aggregate principal amount of the Refinanced Existing Senior Lien Term Loans outstanding immediately prior to be refinanced with such Replacement Term Loan Facility; (ii) the maturity date for any such Replacement Term Loan Facility shall not be earlier than the maturity date of the Refinanced Term Loans to be refinanced with such Replacement Term Loan Facility; First Amendment Closing Date. (iii) It is acknowledged and agreed that pursuant to the weighted average life to maturity Cashless Settlement of any such Replacement Existing Senior Lien Term Loans shall not be shorter dated the date hereof among the Borrower, Credit Suisse AG, Cayman Islands Branch, as the New Lender (as defined therein), the Administrative Agent and each Consenting Term Loan Lender party thereto, each such Consenting Term Loan Lender has waived any breakage loss, cost or expense due and payable to it by the Borrower pursuant to Section 2.18 of the Credit Agreement with respect to the repayment of the Existing Senior Lien Term Loans on a date other than the weighted average life to maturity last day of the Refinanced Interest Period relating to such Existing Senior Lien Term Loans to be refinanced by such Replacement Term Loans (calculated at the time of such refinancing); Loans. (iv) simultaneously upon the borrowing of any such Replacement Term Loans, the outstanding principal amount of the Refinanced Term Loans to be refinanced with such Replacement Term Loans shall be automatically and permanently reduced in an aggregate amount equal to the principal amount of such Replacement Term Loans; [reserved] (v) no Subsidiary shall be a guarantor with respect The Borrower and the Administrative Agent hereby consent to any such Replacement Term Loan Facility unless such Subsidiary is a Loan Party; and (vi) all other terms (other than interest rate and fees) applicable to any such Replacement Term Loan Facility shall be substantially identical to, or less favorable to the Lenders providing Replacement Term Loans under such Replacement Term Loan Facility than, those applicable to the Refinanced Term Loans being refinanced assignments made by such Replacement Term Loan Facility, except to the extent necessary to provide for covenants and other terms applicable to any period after the Final Maturity Date in effect immediately prior to such refinancing. In connection with the establishment of any Replacement Term Loan Facility, each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to the Replacement Term Loan Facility Amendment applicable Lender or any affiliate thereof to the Persons included in the list of allocations separately provided to the Borrower and the Administrative Agent (or any Approved Funds or Affiliate of such Persons) in connection with the primary syndication of the Replacement Term Loans. (vi) Each Consenting Term Loan Lender and the Replacement Term Loan Facility to Lender hereby waives the extent (but only to requirement in Section 2.24(a) of the extent) necessary to (A) reflect Credit Agreement that the existence and terms of such Replacement Term Loan Facility being established pursuant to such Replacement Term Loan Facility Amendment, (B) make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent Loans be incurred in an integral multiple of such Replacement Term Loan Facility, and (C) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and Borrower, to effect the provisions of this Section 10.02(e), and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Replacement Term Loan Facility Amendment$1,000,000.