Common use of Refinancing Amendment Clause in Contracts

Refinancing Amendment. (a) Pursuant to Section 2.25 of 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 2.25 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 have been repaid in full and (z) each Term Lender that is not also a 2025-1 Refinancing Term Lender will cease to be a Term Lender. It is understood and agreed that (x) the 2025-1 Refinancing Term Loans being made pursuant to this Second Amendment shall constitute “Refinancing Term Loans” as defined in the Credit Agreement and pursuant to Section 2.25 of the Credit Agreement and (y) the Refinanced Term Loans being refinanced shall constitute “Refinanced Debt” as defined in the 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 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 2025-1 Refinancing Term Lender, by providing its 2025-1 Refinancing Term Commitment and/or agreeing to the Term Loan Conversion (as defined below), as applicable, has consented to the terms of this Second Amendment and, in the case of any New 2025-1 Refinancing Term Lender, shall become a party to the 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: (A) the outstanding aggregate principal amount of Refinanced 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 this Section 2 of this Second Amendment but immediately prior to giving effect to the incurrence of the 2025-1 Incremental Term Loans pursuant to Section 3 below), the aggregate outstanding principal amount of the 2025-1 Refinancing Term Loans shall be $949,824,708.89.

Refinancing Amendment. (a) Pursuant to Section 2.25 of On the Credit AgreementAmendment Effective Date (as defined below), and subject solely to the satisfaction (or waiver in writing by each 2025-1 Refinancing Term Lender party hereto and the Administrative Agentwaiver) of the conditions set forth in Section 2.25 of the Credit Agreement and Section 7 4 hereof, in accordance with Section 2.25 of the Credit Agreement, on and as of the Second Amendment Effective Date: (i) Each 2025-1 the Person that has executed this Amendment as a “2025 Term A Loan Refinancing Lender” (the “2025 Term Lender severally A Loan Refinancing Lender”) agrees to make 2025-1 Refinancing Term Loans available (the “2025 Refinancing Term A Loans”) to the Borrower Representative on in the Second aggregate principal amount of $300,000,000 as set forth in the Credit Agreement; and (ii) each Person that has executed this Amendment Effective Date 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 its 2025-1 Refinancing Term Commitment. On $450,000,000 as set forth in the Second Amendment Effective Date, Credit Agreement. (xb) the Refinanced Term Loans will be repaid in full, (y) all other outstanding Obligations in respect of the Refinanced Term Loans shall have been repaid in full and (z) each Term Lender that is not also a 2025-1 Refinancing Term Lender will cease to be a Term Lender. It is understood and agreed that (xi) this Amendment shall be deemed to constitute a “Refinancing Amendment” as set forth in Section 2.14 of the Existing Credit Agreement, (ii) the 2025-1 2025 Refinancing Term A Loans being made pursuant to this Second Amendment shall be deemed to constitute “Credit Agreement Refinancing Debt” for all purposes of the Existing Credit Agreement and “Term Loans” for purposes of the Credit Agreement, (iii) the 2025 Revolving Commitments shall constitute “Credit Agreement Refinancing Term LoansDebt” as defined in for all purposes of the Existing Credit Agreement and pursuant to Section 2.25 “Revolving Commitments” for purposes of the Credit Agreement and (yiv) each 2025 Lender shall be bound by the Refinanced Term Loans being refinanced shall constitute “Refinanced Debt” as defined in provisions of the Credit Agreement and pursuant to Section 2.25 of the Credit Agreement. Except as expressly provided in this Second Amendment (including as to Applicable Margina “Lender”, 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 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 2025-1 Refinancing Term Lender, by providing its 2025-1 Refinancing Term Commitment and/or agreeing to the Term Loan Conversion (as defined below), as applicable, has consented to the terms of this Second Amendment and, in the case of any New 2025-1 Refinancing Term Lender, shall become a party to the 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: (A) the outstanding aggregate principal amount of Refinanced 2025 Term Loans of each Term Lender which (i) is an existing Term A Loan Refinancing 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, shall be 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 A Lender” and, together with the 2025-1 Converting Lenders, the “2025-1 Refinancing holding Term Lenders”) A Loans 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 2025 Revolving Lender with under the Amendment shall be 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 “Revolving 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 ” holding Revolving 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 LoansRevolving Commitments, in each case, on under the Second Amendment Effective DateCredit Agreement. (ix) On the Second Amendment Effective Date (after giving effect to this Section 2 of this Second Amendment but immediately prior to giving effect to the incurrence of the 2025-1 Incremental Term Loans pursuant to Section 3 below), the aggregate outstanding principal amount of the 2025-1 Refinancing Term Loans shall be $949,824,708.89.

Refinancing Amendment. (aSection 2 of this Amendment and Section 2.01(a) Pursuant to Section 2.25 of 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 2.25 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 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 2019 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 have been repaid in full and (z) each Term Lender that is not also a 2025-1 Refinancing Term Lender will cease to be a Term Lender. It is understood and agreed that (x) the 2025-1 Refinancing Term Loans being made pursuant to this Second Amendment shall constitute a “Refinancing Term LoansLoan Request” as defined in the Credit Agreement and delivered pursuant to Section 2.25 of the Existing Credit Agreement Agreement. The Initial Loans and (y) the Refinanced Term B-2 Loans being refinanced shall constitute “Refinanced Debt” as defined 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 pursuant to Section 2.25 hereby approve the amount of the Credit Agreement. Except as expressly provided in this Second Amendment (including as to Applicable Margin, maturity, fees Additional Term B-3 Commitment 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 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 2025-1 Refinancing Term Lender, by providing its 2025-1 Refinancing Term Commitment and/or agreeing to the Term Loan Conversion (as defined below), as applicable, has consented to B-3 Loans and hereby agree that any and all requirements of Section 2.15 of the terms of this Second Amendment and, in the case of any New 2025-1 Refinancing Term Lender, shall become a party to the Amended Existing 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: (A) the outstanding aggregate principal amount of Refinanced 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 solely as such Section 2.15 of either the New 2025-1 Refinancing Term Loans (if any) will be used solely to repay Existing Credit Agreement or 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 this Section 2 of this Second Amendment but immediately prior to giving effect Credit Agreement relate to the establishment and incurrence of the 2025-1 Incremental Term B-3 Loans pursuant to Section 3 below)on the Amendment No. 2 Effective Date, the aggregate outstanding principal amount of the 2025-1 Refinancing Term Loans shall be $949,824,708.89have been satisfied.

Refinancing Amendment. (a) Pursuant This Section 2 hereto constitutes a “Refinancing Amendment” pursuant to Section 2.25 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 Credit Agreement, and subject to the satisfaction (or waiver in writing by each 2025-1 Refinancing 2024 Term Lender party hereto and the Administrative Agent) B Commitment of the conditions set forth in Section 2.25 of the Credit Agreement and Section 7 hereof, in accordance with Section 2.25 of the Credit Agreement, on and 2024 Term B Lenders as of the Second date of this Amendment Effective Date: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. (ib) Each 2025-1 Refinancing 2024 Term Lender severally agrees 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 make 2025-1 Refinancing Term Loans available to the Borrower Representative prepay, 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 $583,500,000 of the Refinanced outstanding principal amount of the Existing Term B Loans. (d) Each Existing Term B Lender holding Existing Term B Loans shall have been repaid in full and may elect for a “cashless conversion” of 100% (z) each or such lesser amount as may be notified to such Existing Term Lender that is not also 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 2025-1 Refinancing cashless settlement option on its signature page hereto (such electing Existing Term Lender will cease to be a B Lenders, the “Converting Term LenderLoan Lenders”). It is understood and agreed that (xi) simultaneously with the 2025-1 Refinancing deemed making of 2024 Term B Loans being made pursuant by each Converting Term Loan Lender and the payment to this Second Amendment shall constitute “Refinancing such Converting Term Loans” as defined Loan Lender by the Borrower of all accrued and unpaid fees and other amounts in the Credit Agreement and pursuant to Section 2.25 respect of the Credit Agreement and (y) the Refinanced Existing Term B Loans being refinanced shall constitute “Refinanced Debt” as defined in the Credit Agreement and pursuant to Section 2.25 respect 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 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 2025-1 Refinancing Term Lender, by providing its 2025-1 Refinancing Term Commitment and/or agreeing to the Converted Term Loan Conversion Amount (as defined below), such elected amount (or such lesser amount as applicable, has consented may be notified to such Converting Term Loan Lender by the Administrative Agent prior to the terms of this Second Amendment and, in the case of any New 2025-1 Refinancing Term Lender, shall become a party to the Amended Credit Agreement pursuant to one or more Assignment Agreements. On the Second Amendment Effective Date, all then outstanding Refinanced ) of the Existing Term B Loans shall be refinanced in full as follows: (A) the outstanding aggregate principal amount of Refinanced held by such Converting 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 Loan Lender (a Lender meeting the requirements of the immediately preceding clauses (i) and (ii), each, a “Non-Converting LenderConverted Term Loan Amount”) shall be deemed to be extinguished, repaid in full in cash with respect to its Refinanced and no longer outstanding and such Converting 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 Loan Lender shall be repaid in full in cash in an amount equal to the difference between the outstanding aggregate principal amount of Refinanced thereafter hold 2024 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 B Loans in an aggregate principal amount equal to such 2025-1 Refinancing Converting Term Loan Lender’s 2025-1 Refinancing Converted Term Commitment as follows: Loan Amount, (Aii) each 2025-1 no Converting Term Loan Lender shall fund its Converted 2025-1 Refinancing 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 Borrower Representative extent of such Converting Term Loan Lender’s Converted Term Loan Amount and (iii) any 2024 Term B Loan held by converting 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 accrued and unpaid amounts owing to such Converting Term Loan Lender (in its then outstanding principal amount capacity as an Existing Term Lender) in respect of Refinanced such amount. (e) Each Existing Term B Lender that either (i) becomes a party to the Amended Credit Agreement by purchasing 2024 Term B Loans from a 2024 Term B Lender (other than such 2025-1 a 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 on or after 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 Effective Date or (2ii) in the case of is a New 2025-1 Refinancing Converting 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 Loan Lender shall be incurred or be deemed to be incurred, as applicable, waive any payment of any amounts due to such Existing Term B Lender pursuant to a single Borrowing Section 3.05 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 Existing Credit Agreement 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 transactions set forth 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 this Section 2 of this Second Amendment but immediately prior to giving effect to the incurrence of the 2025-1 Incremental Term Loans pursuant to Section 3 below), the aggregate outstanding principal amount of the 2025-1 Refinancing Term Loans shall be $949,824,708.892.

Refinancing Amendment. (aSection 2 of this Amendment and Section 2.01(a) Pursuant to Section 2.25 of 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 2.25 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 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 2019 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 have been repaid in full and (z) each Term Lender that is not also a 2025-1 Refinancing Term Lender will cease to be a Term Lender. It is understood and agreed that (x) the 2025-1 Refinancing Term Loans being made pursuant to this Second Amendment shall constitute a “Refinancing Term LoansLoan Request” as defined in the Credit Agreement and delivered pursuant to Section 2.25 of the Existing Credit Agreement Agreement. The Term B Loans and (y) the Refinanced Term B-2 Loans being refinanced shall constitute “Refinanced Debt” as defined 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 pursuant to Section 2.25 hereby approve the amount 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 Additional Term Loans shall be on terms substantially identical to the Refinanced Term Loans (including as to Guarantors, Collateral B-3 Commitment (and rankingthe aggregate amount of the Revolving Credit Commitments set forth on Schedule II hereto) and payment priority). (ii) The 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 2025-1 Refinancing Term Lender, by providing its 2025-1 Refinancing Term Commitment and/or agreeing to the Term Loan Conversion (as defined below), as applicable, has consented to B-3 Loans and hereby agree that any and all requirements of Section 2.15 of the terms of this Second Amendment and, in the case of any New 2025-1 Refinancing Term Lender, shall become a party to the Amended Existing 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: (A) the outstanding aggregate principal amount of Refinanced 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 solely as such Section 2.15 of either the New 2025-1 Refinancing Term Loans (if any) will be used solely to repay Existing Credit Agreement or 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 this Section 2 of this Second Amendment but immediately prior to giving effect Credit Agreement relate to the establishment and incurrence of the 2025-1 Incremental Term B-3 Loans pursuant to Section on the Amendment No. 3 below)Effective Date, the aggregate outstanding principal amount of the 2025-1 Refinancing Term Loans shall be $949,824,708.89have been satisfied.

Refinancing Amendment. (a) Pursuant to Section 2.25 of the Credit Agreement, and subject 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 2.25 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 Date5: (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 No. 5 Effective Date, (x) each Lender under the Refinanced Existing Credit Agreement holding Existing Term A Loans will be repaid in fullor Existing Revolving Commitments (each such Lender, (yan “Existing TLA/RCF Lender”) all other outstanding Obligations in respect of the Refinanced Term Loans shall have been repaid in full and (z) each Term Lender that is not also a 2025-1 2025 Refinancing Term A Lender will or a 2025 Refinancing Revolving Credit Lender shall cease to be a Term Lender. It is understood and agreed that (x) Lender party to the 2025-1 Refinancing Term Loans being made pursuant to this Second Amendment shall constitute “Refinancing Term Loans” as defined in the Credit Agreement and pursuant to Section 2.25 of the Existing Credit Agreement and (y) the Refinanced Term Loans being refinanced shall constitute “Refinanced Debt” as defined in the Credit Agreement all accrued and pursuant to Section 2.25 of the Credit Agreement. Except as expressly provided in this Second Amendment (including as to Applicable Margin, maturityunpaid interest, fees and call protection)other amounts payable, in each case, with respect to the 2025-1 Refinancing Term Loans Existing Facilities under the Existing Credit Agreement shall be due and payable on terms substantially identical 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 Refinanced Term Loans (including as to Guarantors, Collateral (and ranking) and payment priority)benefit of each Existing TLA/RCF Lender after the Amendment No. 5 Effective Date. (ii) The Administrative Agent has notified each 2025-1 Each 2025 Refinancing Term A Dollar Lender that holds Existing Term A Dollar Loans hereby severally agrees that an aggregate amount of its allocated commitment (with respect to such 2025-1 Refinancing Existing 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 2025-1 Refinancing Term Lender, by providing its 2025-1 Refinancing Term Commitment and/or agreeing to the Term Loan Conversion (as defined below), as applicable, has consented to the terms of this Second Amendment and, in the case of any New 2025-1 Refinancing Term Lender, shall become a party to the Amended Credit Agreement pursuant to one or more Assignment Agreements. On the Second Amendment Effective Date, all then outstanding Refinanced Term A Dollar Loans shall be refinanced in full as follows: (A) the outstanding aggregate principal amount of Refinanced 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 lesser of Refinanced (x) its Existing Term A Dollar Loans of such Existing Lender and such Existing Lender’s 2025-1 (y) its 2025 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”) A Dollar Commitments shall automatically be converted into 2025-1 2025 Refinancing Term A Dollar Loans denominated in Dollars (each, a “Converted 2025-1 Refinancing Term A Dollar 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 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 “fund” the lesser of (x) its 2025-1 Existing Term A Euro Loans and (y) its 2025 Refinancing Term Loans in an aggregate principal amount equal to such 2025-1 A Euro Commitments shall be converted into 2025 Refinancing Term Lender’s 2025-1 Refinancing A Euro Loans denominated in Euros (each, a “Converted Term Commitment as follows: (A) A Euro Loan”, and collectively with 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 A Dollar Loan, each a “Converted 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 CommitmentA Loan”). (iv) The Converted 2025-1 Each 2025 Refinancing Term Loans and A Dollar Lender severally agrees to make to the New 2025-1 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 be incurred or in the aggregate, together with the Converted Term A Dollar Loans, be deemed to be incurred, as applicable, incurred pursuant to a single Term Borrowing of 2025 Refinancing Term A Dollar Loans on the Second Amendment No. 5 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 Each 2025 Refinancing Term A Euro Lender severally agrees to make to the Second U.S. Borrower on the Amendment No. 5 Effective Date, Date one or more 2025 Refinancing Term A Euro Loans denominated in Euros in an aggregate amount equal to the Borrower Representative shall pay in cash sum of (x) all accrued but unpaid interest owing with respect to the Refinanced such 2025 Refinancing Term Loans through the Second Amendment Effective Date and A Euro Lender’s 2025 Refinancing Term A Euro Commitments minus (y) to each Non-Converting the portion (if any) of such 2025 Refinancing Term A Euro Lender, any amounts owing ’s 2025 Refinancing Term A Euro Commitments extended in respect the form of the Refinanced Converted Term A Euro Loans held by such 2025 Refinancing Term A Euro Lender pursuant to Section 2.17(cclause (iii) of the Credit Agreement (for the avoidance of doubtabove, it being understood that the 2025-1 which 2025 Refinancing Term A Euro Loans shall accrue interest in accordance the aggregate, together with Section 2.07 the Converted Term A Euro Loans, be deemed to be incurred pursuant to a single Term Borrowing 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 2025 Refinancing Term A Euro Loans on the Second Amendment No. 5 Effective Date. (vi) Each 2025-1 2025 Refinancing Term Revolving Credit Lender severally agrees to make 2025 Refinancing Revolving Credit Loans to the Parent Borrower and the Administrative Agent acknowledge that this Second U.S. Borrower from time to time, on any Business Day during the period from and including the Amendment constitutes a 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 Amendment in accordance with Section 2.25 of the Revolving Credit AgreementLender’s 2025 Refinancing Revolving Credit Commitments. (vii) Promptly following The Borrowers shall prepay in full any Japanese Revolving Credit Borrowings, including any interest and/or fees due and payable in connection therewith, under the Second 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, all Notesthe 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, if anyincluding any interest and/or fees due and payable in connection therewith, evidencing under the Refinanced Term 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 cancelled converted (the “Existing Revolving Loan Conversion”) into 2025 Refinancing Revolving Credit Loans (the “Converted Revolving Credit Loans”), and returned 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 the 2025 Refinancing Revolving Credit Loans outstanding on the Amendment No. 5 Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, and taking into account all Credit Extensions and conversions in respect of the 2025 Refinancing Revolving Credit Facility on the 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 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 after giving effect to this Amendment, each Letter of Credit (the “Existing Letters of Credit”) issued under the Existing Credit Agreement and the 2025 Refinancing Revolving Credit Commitments on or prior to the Borrower Representative, Amendment No. 5 Effective Date shall be deemed to constitute a Letter of Credit issued under the Amended Credit Agreement and any 2025-1 the 2025 Refinancing Term Lender may request that its 2025-1 Refinancing Term Loans Revolving Credit Commitments and thereafter shall be evidenced governed by a Note pursuant to Section 2.06(c) the terms of the Amended Credit Agreement. (viiixi) Notwithstanding anything The Borrowers shall prepay in full the Existing Term A Loans (other than the Converted Term A Loans) by: a. paying to the contrary contained in Administrative Agent with respect to the Credit Agreement, all proceeds of the New 2025-1 Refinancing Existing Term A Loans (if any) will be used solely to repay other than the outstanding principal amount of the Refinanced Converted Term Loans of Non-Converting Lenders (if any) and outstanding principal amount of Refinanced Term Loans of 2025-1 Converting Lenders A Loans), immediately available funds in an aggregate amount equal to any applicable Non-Converting Portion the excess of (if any1) the sum of such 2025-1 Converting Lenders’ Refinanced the Existing Term Loans, in each case, on A Loan Prepayment Amount (as defined below) for all of the Second Amendment Effective Date. Existing Term A Loans (ix) On the Second Amendment Effective Date (after giving effect to this Section 2 of this Second Amendment but immediately prior to giving effect except to the incurrence of extent otherwise agreed by any Existing Term A Dollar Lender or Existing Term A Euro Lender) minus (2) the 2025-1 Incremental 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 Section 3 belowclauses (iv) and (v) above (such amount, the “2025 Refinancing Term A Lender Funding Amount”), along with the aggregate outstanding principal amount of Cash Prepayment Amount to prepay in full the 2025-1 Refinancing Existing Term Loans shall be $949,824,708.89A Loans.