Common use of Refinancing Amendment Clause in Contracts

Refinancing Amendment. Section 2 of this Amendment and Section 2.01(a) of the Credit Agreement shall constitute a “Refinancing Amendment” under the Existing Credit Agreement (such Sections shall be collectively referred to herein as the “2019 Refinancing Amendment”) and the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement. The Term B Loans and Term B-2 Loans shall constitute “Refinanced Debt” under the Existing Credit Agreement. The Consent of each Term B Lender and Term B-2 Lender to convert into Term B-3 Loans and the Additional Term B-3 Commitment shall constitute “Refinancing Commitments” under the Existing Credit Agreement (and the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under the Existing Credit Agreement), in each case to the extent that the Term B-3 Loans do not exceed the principal amount of such Refinanced Debt. The Loan Parties and all Lenders under the Credit Agreement immediately after giving effect to such 2019 Refinancing Amendment hereby approve all other amendments to the Existing Credit Agreement contained in this Amendment (including the amendment and restatement of the Revolving Credit Commitments contained herein) and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment (and the aggregate amount of the Revolving Credit Commitments set forth on Schedule II hereto) and the Term B-3 Loans and hereby agree that any and all requirements of Section 2.15 of the Existing Credit Agreement and the Credit Agreement, solely as such Section 2.15 of either the Existing Credit Agreement or the Credit Agreement relate to the establishment and incurrence of the Term B-3 Loans on the Amendment No. 3 Effective Date, shall have been satisfied.

Refinancing Amendment. (a) This Section 2 of this Amendment and Section 2.01(a) of the Credit Agreement shall constitute hereto constitutes a “Refinancing Amendment” pursuant to which each 2025 Term B Lender commits to make, severally but not jointly, to the Borrower Other Term Loans (the “2025 Term B Loans”) on the Effective Date in a principal amount equal to the amount set forth opposite such 2025 Term B Lender’s name under the Existing Credit Agreement heading “2025 Term B Loans” on Schedule 1 hereto (such Sections shall be collectively referred to herein as the “2019 Refinancing Amendment2025 Term B Commitment”) and the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement). The aggregate principal amount of the 2025 Term B Commitment of the 2025 Term B Lenders as of the date of this Amendment is $450,000,000. Unless previously terminated, the 2025 Term B Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the 2025 Term B Loans. (b) 2025 Term B Loans borrowed under this Section 2 and repaid or prepaid may not be reborrowed. 2025 Term B-2 B Loans may be ABR Loans or Term Benchmark Loans, as further provided in the Amended Credit Agreement. (c) The Borrower shall constitute “Refinanced Debt” under use the proceeds of the 2025 Term B Loans, together with cash on hand of the Borrower and the proceeds of Revolving Credit Loans, to prepay, on the Effective Date, $50,000,000 of the outstanding principal amount of the Existing Credit Agreement. The Consent of each Term B Loans (the “2025 Voluntary Prepayment”). (d) Each Existing Term B Lender holding Existing Term B Loans, by delivering its signature page hereto, shall be deemed to have elected for a “cashless conversion” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Administrative Agent prior to the Effective Date) of its Existing Term B Loans into 2025 Term B Loans in the same principal amount (such electing Existing Term B Lenders, the “Converting Term Loan Lenders”). It is understood and agreed that (i) simultaneously with the deemed making of 2025 Term B-2 B Loans by each Converting Term Loan Lender to convert into Term B-3 Loans and the Additional payment to such Converting Term B-3 Commitment shall constitute “Refinancing Commitments” under Loan Lender by the Borrower of all accrued and unpaid fees and other amounts in respect of the Existing Credit Agreement Term B Loans in respect of such Converted Term Loan Amount (and as defined below), such elected amount (or such lesser amount as may be notified to such Converting Term Loan Lender by the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under Administrative Agent prior to the Effective Date) of the Existing Credit Agreement)Term B Loans held by such Converting Term Loan Lender (the “Converted Term Loan Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Converting Term Loan Lender shall thereafter hold 2025 Term B Loans in each case an aggregate principal amount equal to such Converting Term Loan Lender’s Converted Term Loan Amount, (ii) no Converting Term Loan Lender shall receive any repayment being made to other Existing Term B Lenders holding Existing Term B Loans from the proceeds of the 2025 Term B Loans to the extent that the Term B-3 Loans do not exceed the principal amount of such Refinanced Debt. The Converting Term Loan Parties Lender’s Converted Term Loan Amount and (iii) any 2025 Term B Loan held by a Converting Term Loan Lender that is not so allocated to such Converting Term Loan Lender as a Converted Term Loan Amount shall be repaid in full on the Effective Date together with all Lenders under accrued and unpaid amounts owing to such Converting Term Loan Lender (in its capacity as an Existing Term Lender) in respect of such amount. (e) Each Existing Term B Lender that either (i) becomes a party to the Amended Credit Agreement immediately by purchasing 2025 Term B Loans from a 2025 Term B Lender (other than a Converting Term Loan Lender) on or after giving effect the Effective Date or (ii) is a Converting Term Loan Lender shall be deemed to waive any payment of any amounts due to such 2019 Refinancing Amendment hereby approve all other amendments Existing Term B Lender pursuant to the Existing Credit Agreement contained in this Amendment (including the amendment and restatement of the Revolving Credit Commitments contained herein) and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment (and the aggregate amount of the Revolving Credit Commitments set forth on Schedule II hereto) and the Term B-3 Loans and hereby agree that any and all requirements of Section 2.15 3.05 of the Existing Credit Agreement and the Credit Agreement, solely as such Section 2.15 of either the Existing Credit Agreement or the Credit Agreement relate to the establishment and incurrence in respect of the Term B-3 Loans on the Amendment No. 3 Effective Date, shall have been satisfiedtransactions set forth in this Section 2.

Refinancing Amendment. Section 2 of this Amendment and Section 2.01(a) Subject to the satisfaction of the Credit Agreement shall constitute a “Refinancing Amendment” conditions set forth in Section 6: i. On the Effective Date, (x) each Lender under the Existing Credit Agreement holding Term A Loans or Revolving Credit Commitments (each such Sections shall be collectively referred to herein as the Lender, an “2019 Refinancing AmendmentExisting TLA/RCF Lender”) and the 2019 that is not a Refinancing Amendment Lender shall constitute cease to be a “Refinancing Loan Request” delivered pursuant Lender party to the Existing Credit Agreement. The Term B Loans Agreement and Term B-2 Loans shall constitute “Refinanced Debt” under (y) all accrued and unpaid interest, fees and other amounts payable, in each case, with respect to the Existing Credit Agreement. The Consent of each Term B Lender and Term B-2 Lender to convert into Term B-3 Loans and the Additional Term B-3 Commitment shall constitute “Refinancing Commitments” Facilities under the Existing Credit Agreement shall be due and payable on such date for the account of each Existing TLA/RCF Lender; provided that the provisions of Sections 10.04 and 10.05 of the Fifth Amended and Restated Credit Agreement shall continue to inure to the benefit of each Existing TLA/RCF Lender after the Effective Date. ii. Each Refinancing Term A Dollar Lender that holds Existing Term A Dollar Loans hereby severally agrees that an aggregate amount of its Existing Term Dollar Loans equal to the lesser of (x) its Existing Term A Dollar Loans and (y) its Refinancing Term A Dollar Commitments shall be converted into Refinancing Term A Dollar Loans denominated in Dollars (each, a “Converted Term A Dollar Loan”). iii. Each Refinancing Term A Euro Lender that holds Existing Term A Euro Loans hereby severally agrees that an aggregate amount of its Existing Term A Euro Loans equal to the lesser of (x) its Existing Term A Euro Loans and (y) its Refinancing Term A Euro Commitments shall be converted into Refinancing Term A Euro Loans denominated in Euros (each, a “Converted Term A Euro Loan”, and collectively with each Converted Term A Dollar Loan, each a “Converted Term A Loan”). iv. Each Refinancing Term A Dollar Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Dollar Loans (each a “New Term A Dollar Loan”) denominated in Dollars in an aggregate amount equal to the sum of (x) such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments minus (y) the portion (if any) of such Refinancing Term A Dollar Lender’s Refinancing Term A Dollar Commitments extended in the form of Converted Term A Dollar Loans held by such Refinancing Term A Dollar Lender pursuant to clause (ii) above, which New Term A Dollar Loans shall in the aggregate, together with the Converted Term A Dollar Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Dollar Loans on the Effective Date. v. Each Refinancing Term A Euro Lender severally agrees to make to the U.S. Borrower on the Effective Date one or more Refinancing Term A Euro Loans (each a “New Term A Euro Loan”, and together with the New Term A Dollar Loans, the “New Term A Loans”) denominated in Euros in an aggregate amount equal to the sum of (x) such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments minus (y) the portion (if any) of such Refinancing Term A Euro Lender’s Refinancing Term A Euro Commitments extended in the form of Converted Term A Euro Loans held by such Refinancing Term A Euro Lender pursuant to clause (iii) above, which New Term A Euro Loans shall in the aggregate, together with the Converted Term A Euro Loans, be deemed to be incurred pursuant to a single Term Borrowing of Refinancing Term A Euro Loans on the Effective Date. vi. Each Refinancing U.S. Revolving Credit Lender severally agrees to make U.S. Refinancing Revolving Loans to the Parent Borrower and the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under U.S. Borrower from time to time, on any Business Day during the Existing Credit Agreement)period from and including the Effective Date until the Maturity Date, in each case an aggregate principal amount not to exceed at any time outstanding the extent that the Term B-3 Loans do not exceed the principal amount of such Refinanced DebtRefinancing U.S. Revolving Credit Lender’s U.S. Refinancing Revolving Credit Commitments. vii. The Each Refinancing Japanese Revolving Credit Lender severally agrees to make Japanese Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower and the Japanese Subsidiary Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Japanese Revolving Credit Lender’s Japanese Refinancing Revolving Credit Commitments. viii. Each Refinancing Swiss/Multicurrency Revolving Credit Lender severally agrees to make Swiss/Multicurrency Refinancing Revolving Loans to the Parent Borrower, the U.S. Borrower and the Swiss/Multicurrency Borrower from time to time, on any Business Day during the period from and including the Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Refinancing Swiss/Multicurrency Revolving Credit Lender’s Swiss/Multicurrency Refinancing Revolving Credit Commitments. ix. Each Refinancing Revolving Credit Lender that holds Existing Revolving Loans hereby severally agrees than an aggregate amount of its Existing Revolving Loans equal to the lesser of (x) its Existing Revolving Loans and (y) its Refinancing Revolving Credit Commitments shall be converted (the “Existing Revolving Loan Parties Conversion”) into Refinancing Revolving Credit Loans (the “Converted Revolving Credit Loans”), and all each such Converted Revolving Credit Loan shall be deemed to have been extended as a Refinancing Revolving Credit Loan; provided that each of the Refinancing Revolving Credit Lenders under that have Revolving Credit Exposures as of the Effective Date shall assign to each other Refinancing Revolving Credit Agreement immediately Lender, and each other Refinancing Revolving Credit Lender shall purchase at par from such Refinancing Revolving Credit Lender, such interests in the Refinancing Revolving Credit Loans outstanding on the Effective Date as shall be necessary in order that, after giving effect to all such 2019 Refinancing Amendment hereby approve assignments and purchases, and taking into account all other amendments to the Existing Credit Agreement contained Extensions and conversions in this Amendment (including the amendment and restatement respect of the Revolving Credit Commitments contained herein) Facility on the Effective Date, such Revolving Credit Exposures will be held ratably, by tranche, in accordance with their Refinancing Revolving Credit Commitments. All Converted Revolving Credit Loans and other Refinancing Revolving Credit Loans borrowed on the Effective Date shall constitute the same Revolving Credit Agreement and hereby approve the amount Borrowing. x. Each of the Additional Term B-3 Commitment parties hereto agrees that after giving effect to this Amendment, each Letter of Credit (and the aggregate amount “Existing Letters of the Revolving Credit Commitments set forth on Schedule II heretoCredit”) and the Term B-3 Loans and hereby agree that any and all requirements of Section 2.15 of issued under the Existing Credit Agreement and the Existing Revolving Credit Commitments on or prior to the Effective Date shall be deemed to constitute a Letter of Credit issued under the Fifth Amended and Restated Credit Agreement and the Refinancing Revolving Credit Commitments and thereafter shall be governed by the terms of the Fifth Amended and Restated Credit Agreement, solely as such Section 2.15 of either . xi. The Borrowers shall prepay in full the Existing Credit Agreement or Term A Loans (other than the Credit Agreement relate Converted Term A Loans) by: a. paying to the establishment and incurrence Administrative Agent with respect to the Existing Term A Loans (other than the Converted Term A Loans), immediately available funds in an aggregate amount equal to the excess of (1) the sum of the Existing Term B-3 A Loan Prepayment Amount (as defined below) for all of the Existing Term A Loans on (except to the Amendment No. 3 Effective Dateextent otherwise agreed by any Existing Term A Dollar Lender or Existing Term A Euro Lender) minus (2) the New Term A Lender Funding Amount (as defined below) (such excess, shall have been satisfiedthe “Cash Prepayment Amount”); b. directing the Administrative Agent to apply the funds made available to the Administrative Agent from the New Term A Loans made pursuant to clauses (iv) and (v) above (such amount, the “New Term A Lender Funding Amount”), along with the Cash Prepayment Amount to prepay in full the Existing Term A Loans.

Refinancing Amendment. Section 2 of this (a) On the Amendment and Section 2.01(aEffective Date (as defined below), subject solely to the satisfaction (or waiver) of the conditions set forth in Section 4 hereof: (i) the Person that has executed this Amendment as a “2025 Term A Loan Refinancing Lender” (the “2025 Term A Loan Refinancing Lender”) agrees to make Refinancing Term Loans (the “2025 Refinancing Term A Loans”) to the Borrower in the aggregate principal amount of $300,000,000 as set forth in the Credit Agreement Agreement; and (ii) each Person that has executed this Amendment as a “2025 Revolving Lender” (the “2025 Revolving Lenders” and, together with the 2025 Term A Loan Refinancing Lender, the “2025 Lenders”) agrees to provide Refinancing Revolving Commitments (the “2025 Revolving Commitments”; the loans provided under the 2025 Revolving Commitments, the “2025 Revolving Loans” and, together with the 2025 Refinancing Term A Loans, the “2025 Loans”) to the Borrower in an aggregate principal amount equal to $450,000,000 as set forth in the Credit Agreement. (b) It is understood and agreed that (i) this Amendment shall be deemed to constitute a “Refinancing Amendment” under the Existing Credit Agreement (such Sections shall be collectively referred to herein as the “2019 Refinancing Amendment”) and the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to set forth in Section 2.14 of the Existing Credit Agreement. The , (ii) the 2025 Refinancing Term B A Loans and Term B-2 Loans made pursuant to this Amendment shall be deemed to constitute “Refinanced Credit Agreement Refinancing Debt” under the Existing Credit Agreement. The Consent of each Term B Lender and Term B-2 Lender to convert into Term B-3 Loans and the Additional Term B-3 Commitment shall constitute “Refinancing Commitments” under the Existing Credit Agreement (and the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under the Existing Credit Agreement), in each case to the extent that the Term B-3 Loans do not exceed the principal amount of such Refinanced Debt. The Loan Parties and for all Lenders under the Credit Agreement immediately after giving effect to such 2019 Refinancing Amendment hereby approve all other amendments to the Existing Credit Agreement contained in this Amendment (including the amendment and restatement of the Revolving Credit Commitments contained herein) and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment (and the aggregate amount of the Revolving Credit Commitments set forth on Schedule II hereto) and the Term B-3 Loans and hereby agree that any and all requirements of Section 2.15 purposes of the Existing Credit Agreement and “Term Loans” for purposes of the Credit Agreement, solely as such Section 2.15 (iii) the 2025 Revolving Commitments shall constitute “Credit Agreement Refinancing Debt” for all purposes of either the Existing Credit Agreement or and “Revolving Commitments” for purposes of the Credit Agreement relate to and (iv) each 2025 Lender shall be bound by the establishment and incurrence provisions of the Credit Agreement as a “Lender”, and, as applicable, (A) the 2025 Term B-3 Loans on A Loan Refinancing Lender under the Amendment No. 3 Effective Dateshall be a “Term A Lender” holding Term A Loans and (B) each 2025 Revolving Lender under the Amendment shall be a “Revolving Lender” holding Revolving Loans and Revolving Commitments, shall have been satisfiedin each case, under the Credit Agreement.

Refinancing Amendment. (a) This Section 2 of this Amendment and Section 2.01(a) of the Credit Agreement shall constitute hereto constitutes a “Refinancing Amendment” pursuant to which each 2024 Term B Lender commits to make, severally but not jointly, to the Borrower Other Term Loans (the “2024 Term B Loans”) on the Effective Date in a principal amount equal to the amount set forth opposite such 2024 Term B Lender’s name under the Existing Credit Agreement heading “2024 Term B Loans” on Schedule 1 hereto (such Sections shall be collectively referred to herein as the “2019 Refinancing Amendment2024 Term B Commitment”) and the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement). The aggregate principal amount of the 2024 Term B Commitment of the 2024 Term B Lenders as of the date of this Amendment is $583,500,000. Unless previously terminated, the 2024 Term B Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the 2024 Term B Loans. (b) 2024 Term B Loans borrowed under this Section 2 and repaid or prepaid may not be reborrowed. 2024 Term B-2 B Loans may be ABR Loans or Term Benchmark Loans, as further provided in the Amended Credit Agreement. (c) The Borrower shall constitute “Refinanced Debt” under use the proceeds of the 2024 Term B Loans to prepay, on the Effective Date, $583,500,000 of the outstanding principal amount of the Existing Credit Agreement. The Consent of each Term B Loans. (d) Each Existing Term B Lender holding Existing Term B Loans may elect for a “cashless conversion” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Administrative Agent prior to the Effective Date) of its Existing Term B Loans into 2024 Term B Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing Existing Term B Lenders, the “Converting Term Loan Lenders”). It is understood and agreed that (i) simultaneously with the deemed making of 2024 Term B-2 B Loans by each Converting Term Loan Lender to convert into Term B-3 Loans and the Additional payment to such Converting Term B-3 Commitment shall constitute “Refinancing Commitments” under Loan Lender by the Borrower of all accrued and unpaid fees and other amounts in respect of the Existing Credit Agreement Term B Loans in respect of such Converted Term Loan Amount (and as defined below), such elected amount (or such lesser amount as may be notified to such Converting Term Loan Lender by the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under Administrative Agent prior to the Effective Date) of the Existing Credit Agreement)Term B Loans held by such Converting Term Loan Lender (the “Converted Term Loan Amount”) shall be deemed to be extinguished, repaid and no longer outstanding and such Converting Term Loan Lender shall thereafter hold 2024 Term B Loans in each case an aggregate principal amount equal to such Converting Term Loan Lender’s Converted Term Loan Amount, (ii) no Converting Term Loan Lender shall receive any repayment being made to other Existing Term B Lenders holding Existing Term B Loans from the proceeds of the 2024 Term B Loans to the extent that the Term B-3 Loans do not exceed the principal amount of such Refinanced Debt. The Converting Term Loan Parties Lender’s Converted Term Loan Amount and (iii) any 2024 Term B Loan held by a Converting Term Loan Lender that is not so allocated to such Converting Term Loan Lender as a Converted Term Loan Amount shall be repaid in full on the Effective Date together with all Lenders under accrued and unpaid amounts owing to such Converting Term Loan Lender (in its capacity as an Existing Term Lender) in respect of such amount. (e) Each Existing Term B Lender that either (i) becomes a party to the Amended Credit Agreement immediately by purchasing 2024 Term B Loans from a 2024 Term B Lender (other than a Converting Term Loan Lender) on or after giving effect the Effective Date or (ii) is a Converting Term Loan Lender shall be deemed to waive any payment of any amounts due to such 2019 Refinancing Amendment hereby approve all other amendments Existing Term B Lender pursuant to the Existing Credit Agreement contained in this Amendment (including the amendment and restatement of the Revolving Credit Commitments contained herein) and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment (and the aggregate amount of the Revolving Credit Commitments set forth on Schedule II hereto) and the Term B-3 Loans and hereby agree that any and all requirements of Section 2.15 3.05 of the Existing Credit Agreement and the Credit Agreement, solely as such Section 2.15 of either the Existing Credit Agreement or the Credit Agreement relate to the establishment and incurrence in respect of the Term B-3 Loans on the Amendment No. 3 Effective Date, shall have been satisfiedtransactions set forth in this Section 2.

Refinancing Amendment. Section 2 of this Amendment and Section 2.01(a) of the Credit Agreement shall constitute a “Refinancing Amendment” under the Existing Credit Agreement (such Sections shall be collectively referred to herein as the “2019 Refinancing Amendment”) and the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement. The Term B Initial Loans and Term B-2 Loans shall constitute “Refinanced Debt” under the Existing Credit Agreement. The Consent of each Term B Initial Lender and Term B-2 Lender to convert into Term B-3 Loans and the Additional Term B-3 Commitment shall constitute “Refinancing Commitments” under the Existing Credit Agreement (and the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under the Existing Credit Agreement), in each case to the extent that the Term B-3 Loans do not exceed the principal amount of such Refinanced Debt. The Loan Parties and all Lenders under the Credit Agreement immediately after giving effect to such 2019 Refinancing Amendment hereby approve all other amendments to the Existing Credit Agreement contained in this Amendment (including the amendment and restatement of the Revolving Credit Commitments contained herein) and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment (and the aggregate amount of the Revolving Credit Commitments set forth on Schedule II hereto) and the Term B-3 Loans and hereby agree that any and all requirements of Section 2.15 of the Existing Credit Agreement and the Credit Agreement, solely as such Section 2.15 of either the Existing Credit Agreement or the Credit Agreement relate to the establishment and incurrence of the Term B-3 Loans on the Amendment No. 3 2 Effective Date, shall have been satisfied.