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 Initial Loans and Term B-2 Loans shall constitute “Refinanced Debt” under the Existing Credit Agreement. The Consent of each 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 and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment 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. 2 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 heading “2025 Term B Loans” on Schedule 1 hereto (the “2025 Term B Commitment”). 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 Loans may be ABR Loans or Term Benchmark Loans, as further provided in the Amended Credit Agreement. (c) The Borrower shall 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 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 Sections 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 Loans by each Converting Term Loan Lender and the payment to such Converting Term Loan Lender by the Borrower of all accrued and unpaid fees and other amounts in respect of the Existing Term B Loans in respect of such Converted Term Loan Amount (as defined below), such elected amount (or such lesser amount as may be notified to such Converting Term Loan Lender by the Administrative Agent prior to the Effective Date) of the Existing Term B Loans held by such Converting Term Loan Lender (the “Converted Term Loan Amount”) shall be collectively referred deemed to herein as be extinguished, repaid and no longer outstanding and such Converting Term Loan Lender shall thereafter hold 2025 Term B Loans in 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 “2019 Refinancing Amendment”) and proceeds of the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement. The Initial 2025 Term B Loans and Term B-2 Loans shall constitute “Refinanced Debt” under the Existing Credit Agreement. The Consent of each 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 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 and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment 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. 2 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 Initial 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 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” 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 and the Credit Agreement and hereby approve the amount respect of the Additional Term B-3 Commitment and Revolving Credit Facility on the Term B-3 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 hereby agree other Refinancing Revolving Credit Loans borrowed on the Effective Date shall constitute the same Revolving Credit Borrowing. x. Each of the parties hereto agrees that any and all requirements after giving effect to this Amendment, each Letter of Section 2.15 Credit (the “Existing Letters of Credit”) 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. 2 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 Initial , (ii) the 2025 Refinancing Term 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 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 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 and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment 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. 2 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 heading “2024 Term B Loans” on Schedule 1 hereto (the “2024 Term B Commitment”). 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 Loans may be ABR Loans or Term Benchmark Loans, as further provided in the Amended Credit Agreement. (c) The Borrower shall 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 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 Sections 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 Loans by each Converting Term Loan Lender and the payment to such Converting Term Loan Lender by the Borrower of all accrued and unpaid fees and other amounts in respect of the Existing Term B Loans in respect of such Converted Term Loan Amount (as defined below), such elected amount (or such lesser amount as may be notified to such Converting Term Loan Lender by the Administrative Agent prior to the Effective Date) of the Existing Term B Loans held by such Converting Term Loan Lender (the “Converted Term Loan Amount”) shall be collectively referred deemed to herein as be extinguished, repaid and no longer outstanding and such Converting Term Loan Lender shall thereafter hold 2024 Term B Loans in 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 “2019 Refinancing Amendment”) and proceeds of the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement. The Initial 2024 Term B Loans and Term B-2 Loans shall constitute “Refinanced Debt” under the Existing Credit Agreement. The Consent of each 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 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 and the Credit Agreement and hereby approve the amount of the Additional Term B-3 Commitment 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. 2 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 5: (i) On the Amendment No. 5 Effective Date, (x) each Lender under the Existing Credit Agreement holding Existing Term A Loans or Existing Revolving 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 2025 Refinancing Amendment Term A Lender or a 2025 Refinancing Revolving Credit Lender shall constitute cease to be a “Refinancing Loan Request” delivered pursuant Lender party to the Existing Credit Agreement. The Initial 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 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” 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 Amended Credit Agreement shall continue to inure to the benefit of each Existing TLA/RCF Lender after the Amendment No. 5 Effective Date. (ii) Each 2025 Refinancing Term A Dollar Lender that holds Existing Term A Dollar Loans hereby severally agrees that an aggregate amount of its Existing Term A Dollar Loans equal to the lesser of (x) its Existing Term A Dollar Loans and (y) its 2025 Refinancing Term A Dollar Commitments shall be converted into 2025 Refinancing Term A Dollar Loans denominated in Dollars (each, a “Converted Term A Dollar Loan”). (iii) Each 2025 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 2025 Refinancing Term A Euro Commitments shall be converted into 2025 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 2025 Refinancing Term A Dollar Lender severally agrees to make to the U.S. Borrower on the Amendment No. 5 Effective Date one or more 2025 Refinancing Term A Dollar Loans denominated in Dollars in an aggregate amount equal to the sum of (x) such 2025 Refinancing Term A Dollar Lender’s 2025 Refinancing Term A Dollar Commitments minus (y) the portion (if any) of such 2025 Refinancing Term A Dollar Lender’s 2025 Refinancing Term A Dollar Commitments extended in the form of Converted Term A Dollar Loans held by such 2025 Refinancing Term A Dollar Lender pursuant to clause (ii) above, which 2025 Refinancing 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 2025 Refinancing Term A Dollar Loans on the Amendment No. 5 Effective Date. (v) Each 2025 Refinancing Term A Euro Lender severally agrees to make to the U.S. Borrower on the Amendment No. 5 Effective Date one or more 2025 Refinancing Term A Euro Loans denominated in Euros in an aggregate amount equal to the sum of (x) such 2025 Refinancing Term A Euro Lender’s 2025 Refinancing Term A Euro Commitments minus (y) the portion (if any) of such 2025 Refinancing Term A Euro Lender’s 2025 Refinancing Term A Euro Commitments extended in the form of Converted Term A Euro Loans held by such 2025 Refinancing Term A Euro Lender pursuant to clause (iii) above, which 2025 Refinancing 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 2025 Refinancing Term A Euro Loans on the Amendment No. 5 Effective Date. (vi) Each 2025 Refinancing Revolving Credit Lender severally agrees to make 2025 Refinancing Revolving Credit Loans to the Parent Borrower and the Term B-3 Lenders with respect thereto U.S. Borrower from time to time, on any Business Day during the period from and including the Amendment No. 5 Effective Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such 2025 Refinancing Revolving Credit Lender’s 2025 Refinancing Revolving Credit Commitments. (vii) The Borrowers shall constitute “Refinancing Lenders” prepay in full any Japanese Revolving Credit Borrowings, including any interest and/or fees due and payable in connection therewith, under the Japanese Revolving Credit Facility (as defined in the Existing Credit Agreement) outstanding as of the Amendment No. 5 Effective Date and, as of the Amendment No. 5 Effective Date, the current Japanese Revolving Credit Commitment of each Japanese Revolving Credit Lender (as defined in the Existing Credit Agreement) shall automatically and permanently be reduced to $0. (viii) The Borrowers shall prepay in full any Swiss/Multicurrency Revolving Credit Borrowings, including any interest and/or fees due and payable in connection therewith, under the Swiss/Multicurrency Revolving Credit Facility (as defined in the Existing Credit Agreement) outstanding as of the Amendment No. 5 Effective Date and, as of the Amendment No. 5 Effective Date, the current Swiss/Multicurrency Revolving Credit Commitment of each Swiss/Multicurrency Revolving Credit Lender (as defined in the Existing Credit Agreement) shall automatically and permanently be reduced to $0. (ix) Each 2025 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 2025 Refinancing Revolving Credit Commitments shall be converted (the “Existing Revolving Loan Conversion”) into 2025 Refinancing Revolving Credit Loans (the “Converted Revolving Credit Loans”), and each such Converted Revolving Credit Loan shall be deemed to have been extended as a 2025 Refinancing Revolving Credit Loan; provided that each of the 2025 Refinancing Revolving Credit Lenders that have 2025 Refinancing Revolving Credit Exposures as of the Amendment No. 5 Effective Date shall assign to each other 2025 Refinancing Revolving Credit Lender, and each other 2025 Refinancing Revolving Credit Lender shall purchase at par from such 2025 Refinancing Revolving Credit Lender, such interests in each case to the extent that 2025 Refinancing Revolving Credit Loans outstanding on the Term B-3 Loans do not exceed the principal amount of such Refinanced DebtAmendment No. The Loan Parties and all Lenders under the Credit Agreement immediately 5 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 and the Credit Agreement and hereby approve the amount respect of the Additional Term B-3 Commitment and 2025 Refinancing Revolving Credit Facility on the Term B-3 Amendment No. 5 Effective Date, such 2025 Refinancing Revolving Credit Exposures will be held ratably in accordance with their 2025 Refinancing Revolving Credit Commitments. All Converted Revolving Credit Loans and hereby agree other 2025 Refinancing Revolving Credit Loans borrowed on the Amendment No. 5 Effective Date shall constitute the same 2025 Refinancing Revolving Credit Borrowing. (x) Each of the parties hereto agrees that any and all requirements after giving effect to this Amendment, each Letter of Section 2.15 Credit (the “Existing Letters of Credit”) issued under the Existing Credit Agreement and the 2025 Refinancing Revolving Credit Agreement, solely as such Section 2.15 of either the Existing Credit Agreement Commitments on or the Credit Agreement relate prior to the establishment and incurrence of the Term B-3 Loans on the Amendment No. 2 5 Effective DateDate shall be deemed to constitute a Letter of Credit issued under the Amended Credit Agreement and the 2025 Refinancing Revolving Credit Commitments and thereafter shall be governed by the terms of the Amended Credit Agreement. (xi) The Borrowers shall prepay in full the Existing Term A Loans (other than the Converted Term A Loans) by: a. paying to the Administrative Agent with respect to the Existing Term A Loans (other than the Converted Term A Loans), shall have been satisfiedimmediately available funds in an aggregate amount equal to the excess of (1) the sum of the Existing Term A Loan Prepayment Amount (as defined below) for all of the Existing Term A Loans (except to the extent otherwise agreed by any Existing Term A Dollar Lender or Existing Term A Euro Lender) minus (2) the 2025 Refinancing Term A Lender Funding Amount (as defined below) (such excess, the “Cash Prepayment Amount”); and b. directing the Administrative Agent to apply the funds made available to the Administrative Agent from the 2025 Refinancing Term A Loans made pursuant to clauses (iv) and (v) above (such amount, the “2025 Refinancing Term A Lender Funding Amount”), along with the Cash Prepayment Amount to prepay in full the Existing Term A Loans.

Refinancing Amendment. (a) Pursuant to Section 2 2.25 of this Amendment the Credit Agreement, and subject to the satisfaction (or waiver in writing by each 2025-1 Refinancing Term Lender party hereto and the Administrative Agent) of the conditions set forth in Section 2.01(a) 2.25 of the Credit Agreement and Section 7 hereof, in accordance with Section 2.25 of the Credit Agreement, on and as of the Second Amendment Effective Date: (i) Each 2025-1 Refinancing Term Lender severally agrees to make 2025-1 Refinancing Term Loans available to the Borrower Representative on the Second Amendment Effective Date in an amount equal to its 2025-1 Refinancing Term Commitment. On the Second Amendment Effective Date, (x) the Refinanced Term Loans will be repaid in full, (y) all other outstanding Obligations in respect of the Refinanced Term Loans shall constitute have been repaid in full and (z) each Term Lender that is not also a “2025-1 Refinancing Amendment” under Term Lender will cease to be a Term Lender. It is understood and agreed that (x) the Existing Credit Agreement (such Sections shall be collectively referred 2025-1 Refinancing Term Loans being made pursuant to herein as the “2019 Refinancing Amendment”) and the 2019 Refinancing this Second Amendment shall constitute a “Refinancing Loan RequestTerm Loans” delivered as defined in the Credit Agreement and pursuant to Section 2.25 of the Existing Credit Agreement. The Initial Agreement and (y) the Refinanced Term Loans and Term B-2 Loans being refinanced shall constitute “Refinanced Debt” under as defined in the Existing Credit Agreement and pursuant to Section 2.25 of the Credit Agreement. Except as expressly provided in this Second Amendment (including as to Applicable Margin, maturity, fees and call protection), the 2025-1 Refinancing Term Loans shall be on terms substantially identical to the Refinanced Term Loans (including as to Guarantors, Collateral (and ranking) and payment priority). (ii) The Consent Administrative Agent has notified each 2025-1 Refinancing Term Lender of its allocated commitment (with respect to such 2025-1 Refinancing Term Lender, its “2025-1 Refinancing Term Commitment” and, collectively, the “2025-1 Refinancing Term Commitments”) with respect to the 2025-1 Refinancing Term Loans, and each Initial Lender and 2025-1 Refinancing Term B-2 Lender Lender, by providing its 2025-1 Refinancing Term Commitment and/or agreeing to convert into the Term B-3 Loans and Loan Conversion (as defined below), as applicable, has consented to the Additional terms of this Second Amendment and, in the case of any New 2025-1 Refinancing Term B-3 Commitment Lender, shall constitute “Refinancing Commitments” under become a party to the Existing Amended Credit Agreement pursuant to one or more Assignment Agreements. On the Second Amendment Effective Date, all then outstanding Refinanced Term Loans shall be refinanced in full as follows: (and A) 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 outstanding aggregate principal amount of such Refinanced Debt. The Loan Parties and all Lenders Term Loans of each Term Lender which (i) is an existing Term Lender under the Credit Agreement with respect to Refinanced Term Loans immediately prior to giving effect to this Second Amendment (each, an “Existing Lender”) and (ii) is not a 2025-1 Converting Lender (a Lender meeting the requirements of the immediately preceding clauses (i) and (ii), each, a “Non-Converting Lender”) shall be repaid in full in cash with respect to its Refinanced Term Loans with the proceeds of the 2025-1 Refinancing Term Loans; (B) to the extent any Existing Lender has a 2025-1 Refinancing Term Commitment that is less than its full outstanding aggregate principal amount of Refinanced Term Loans, such Existing Lender shall be repaid in full in cash in an amount equal to the difference between the outstanding aggregate principal amount of Refinanced Term Loans of such Existing Lender and such Existing Lender’s 2025-1 Refinancing Term Commitment (the “Non-Converting Portion”); (C) the outstanding aggregate principal amount of Refinanced Term Loans of each Existing Lender that has a 2025-1 Refinancing Term Commitment (each, a “2025-1 Converting Lender”) shall automatically be converted into 2025-1 Refinancing Term Loans (each, a “Converted 2025-1 Refinancing Term Loan”) in a principal amount equal to such 2025-1 Converting Lender’s outstanding Refinanced Term Loans less an amount equal to such 2025-1 Converting Lender’s Non-Converting Portion of such 2025-1 Converting Lender’s Refinanced Term Loans, if any (the “Term Loan Conversion”); and (D) (1) each Person that is not an Existing Lender with a 2025-1 Refinancing Term Commitment (each, a “New 2025-1 Refinancing Term Lender” and, together with the 2025-1 Converting Lenders, the “2025-1 Refinancing Term Lenders”) and (2) each 2025-1 Converting Lender with a 2025-1 Refinancing Term Commitment in an amount in excess of the outstanding aggregate principal amount of Refinanced Term Loans of such 2025-1 Converting Lender (any such difference as to such 2025-1 Converting Lender, a “New 2025-1 Refinancing Term Commitment”), agrees to make to the Borrower Representative a new Term Loan (each, a “New 2025-1 Refinancing Term Loan” and, collectively, the “New 2025-1 Refinancing Term Loans” and, together with the Converted 2025-1 Refinancing Term Loans, the “2025-1 Refinancing Term Loans”) in a principal amount equal to such New 2025-1 Refinancing Term Lender’s 2025-1 Refinancing Term Commitment or such 2025-1 Converting Lender’s New 2025-1 Refinancing Term Commitment, as the case may be, on the Second Amendment Effective Date. (iii) Each 2025-1 Refinancing Term Lender hereby agrees to “fund” its 2025-1 Refinancing Term Loans in an aggregate principal amount equal to such 2025-1 Refinancing Term Lender’s 2025-1 Refinancing Term Commitment as follows: (A) each 2025-1 Converting Lender shall fund its Converted 2025-1 Refinancing Term Loans to the Borrower Representative by converting its then outstanding principal amount of Refinanced Term Loans (other than such 2025-1 Converting Lender’s Non-Converting Portion, if any) into a Converted 2025-1 Refinancing Term Loan in an equal principal amount as provided in clause (ii)(C) above; and (B) each 2025-1 Converting Lender with a New 2024 Refinancing Term Commitment and each New 2025-1 Refinancing Term Lender with a 2025-1 Refinancing Term Commitment (or, in either case, the Designated 2025-1 Fronting Lender on behalf of such 2025-1 Converting Lender or New 2025-1 Refinancing Term Lender) shall make a loan to the Borrower Representative in an amount equal to (1) in the case of a 2025-1 Converting Lender, such 2025-1 Converting Lender’s New 2025-1 Refinancing Term Commitment or (2) in the case of a New 2025-1 Refinancing Term Lender, such New 2025-1 Refinancing Term Lender’s 2025-1 Refinancing Term Commitment. (iv) The Converted 2025-1 Refinancing Term Loans and the New 2025-1 Refinancing Term Loans shall be incurred or be deemed to be incurred, as applicable, pursuant to a single Borrowing of Term Loans on the Second Amendment Effective Date. For the avoidance of doubt, on and after the Second Amendment Effective Date, the Converted 2025-1 Refinancing Term Loans and the New 2025-1 Refinancing Term Loans shall constitute a single Class of Term Loans accruing interest at the same rate per annum and, if applicable, having the same Interest Period. (v) On the Second Amendment Effective Date, the Borrower Representative shall pay in cash (x) all accrued but unpaid interest owing with respect to the Refinanced Term Loans through the Second Amendment Effective Date and (y) to each Non-Converting Lender, any amounts owing in respect of the Refinanced Term Loans pursuant to Section 2.17(c) of the Credit Agreement (for the avoidance of doubt, it being understood that the 2025-1 Refinancing Term Loans shall accrue interest in accordance with Section 2.07 of the Amended Credit Agreement on and after the Second Amendment Effective Date). Notwithstanding anything to the contrary herein, each 2025-1 Converting Lender hereby waives any entitlement or claim to any loss, expense or liability due under Section 2.17(c) of the Credit Agreement with respect to the repayment and/or conversion of the Refinanced Term Loans it holds as an Existing Lender, which have been replaced and/or repaid with 2025-1 Refinancing Term Loans on the Second Amendment Effective Date. (vi) Each 2025-1 Refinancing Term Lender and the Administrative Agent acknowledge that this Second Amendment constitutes a Refinancing Amendment in accordance with Section 2.25 of the Credit Agreement. (vii) Promptly following the Second Amendment Effective Date, all Notes, if any, evidencing the Refinanced Term Loans shall be cancelled and returned to the Borrower Representative, and any 2025-1 Refinancing Term Lender may request that its 2025-1 Refinancing Term Loans be evidenced by a Note pursuant to Section 2.06(c) of the Amended Credit Agreement. (viii) Notwithstanding anything to the contrary contained in the Credit Agreement, all proceeds of the New 2025-1 Refinancing Term Loans (if any) will be used solely to repay the outstanding principal amount of the Refinanced Term Loans of Non-Converting Lenders (if any) and outstanding principal amount of Refinanced Term Loans of 2025-1 Converting Lenders in an amount equal to any applicable Non-Converting Portion (if any) of such 2025-1 Converting Lenders’ Refinanced Term Loans, in each case, on the Second Amendment Effective Date. (ix) On the Second Amendment Effective Date (after giving effect to such 2019 Refinancing this Section 2 of this Second Amendment hereby approve all other amendments but immediately prior to giving effect to the Existing Credit Agreement contained in this Amendment and incurrence of the Credit Agreement and hereby approve 2025-1 Incremental Term Loans pursuant to Section 3 below), the aggregate outstanding principal amount of the Additional 2025-1 Refinancing Term B-3 Commitment 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. 2 Effective Date, shall have been satisfiedbe $949,824,708.89.