Common use of Refinancing Amendment Clause in Contracts

Refinancing Amendment. (a) On the Amendment Effective 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; 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” as set forth in Section 2.14 of the Existing Credit Agreement, (ii) the 2025 Refinancing Term A Loans made pursuant to this 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 Debt” for all purposes of the Existing Credit Agreement and “Revolving Commitments” for purposes of the Credit Agreement and (iv) each 2025 Lender shall be bound by the provisions of the Credit Agreement as a “Lender”, and, as applicable, (A) the 2025 Term A Loan Refinancing Lender under the Amendment shall 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, in each case, under the Credit Agreement.

Refinancing Amendment. (a) On the Section 2 of this Amendment Effective Date (as defined below), subject solely to the satisfaction (or waiverand Section 2.01(a) 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; 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 Agreement shall be deemed to constitute a “Refinancing Amendment” under the Existing Credit Agreement (such Sections shall be collectively referred to herein as set forth in Section 2.14 of 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), (ii) in each case to the 2025 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 Term A Loans made pursuant Amendment hereby approve all other amendments to the Existing Credit Agreement contained in this Amendment shall be deemed to constitute “and the Credit Agreement Refinancing Debt” for 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 purposes requirements of Section 2.15 of the Existing Credit Agreement and “Term Loans” for purposes of the Credit Agreement, (iii) the 2025 Revolving Commitments shall constitute “Credit Agreement Refinancing Debt” for all purposes solely as such Section 2.15 of either the Existing Credit Agreement and “Revolving Commitments” for purposes of or the Credit Agreement relate to the establishment and (iv) each 2025 Lender shall be bound by the provisions incurrence of the Credit Agreement as a “Lender”, and, as applicable, (A) the 2025 Term A Loan Refinancing Lender under B-3 Loans on the Amendment No. 2 Effective Date, shall 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, in each case, under the Credit Agreementhave been satisfied.

Refinancing Amendment. (a) On the Amendment Effective Date (as defined below)This Section 2 hereto constitutes a “Refinancing Amendment” pursuant to which each 2025 Term B Lender commits to make, subject solely severally but not jointly, 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 Borrower Other Term Loans (the “2025 Refinancing Term A B Loans”) on the Effective Date in a principal amount equal to the Borrower in 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 $300,000,000 as set forth in the Credit 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 LenderB Commitment of the 2025 Term B Lenders as of the date of this Amendment is $450,000,000. Unless previously terminated, the “2025 Lenders”) agrees to provide Refinancing Revolving Term B Commitments (shall terminate at 5:00 p.m., New York City time, on the “2025 Revolving Commitments”; the loans provided under date of initial funding of the 2025 Revolving Commitments, the “Term B Loans. (b) 2025 Revolving Loans” and, together with the Term B Loans borrowed under this Section 2 and repaid or prepaid may not be reborrowed. 2025 Refinancing Term A B Loans may be ABR Loans or Term Benchmark Loans, the “2025 Loans”) to the Borrower in an aggregate principal amount equal to $450,000,000 as set forth further provided in the Amended Credit Agreement. (bc) 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 Term B Loans (the “2025 Voluntary Prepayment”). (d) Each Existing Term B Lender holding Existing Term B Loans, by delivering its signature page hereto, shall be deemed to have elected for a “cashless conversion” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Administrative Agent prior to the Effective Date) of its Existing Term B Loans into 2025 Term B Loans in the same principal amount (such electing Existing Term B Lenders, the “Converting Term Loan Lenders”). It is understood and agreed that (i) this Amendment 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 deemed to constitute a “Refinancing Amendment” as set forth be extinguished, repaid and no longer outstanding and such Converting Term Loan Lender shall thereafter hold 2025 Term B Loans in Section 2.14 of the Existing Credit Agreementan aggregate principal amount equal to such Converting Term Loan Lender’s Converted Term Loan Amount, (ii) no Converting Term Loan Lender shall receive any repayment being made to other Existing Term B Lenders holding Existing Term B Loans from the proceeds of the 2025 Refinancing Term A B Loans made pursuant to this Amendment the extent of such Converting Term Loan 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 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 by purchasing 2025 Term B Loans from a 2025 Term B Lender (other than a Converting Term Loan Lender) on or after the Effective Date or (ii) is a Converting Term Loan Lender shall be deemed to constitute “Credit Agreement Refinancing Debt” for all purposes waive any payment of any amounts due to such Existing Term B Lender pursuant to Section 3.05 of the Existing Credit Agreement and “Term Loans” for purposes in respect of the Credit Agreement, (iii) the 2025 Revolving Commitments shall constitute “Credit Agreement Refinancing Debt” for all purposes of the Existing Credit Agreement and “Revolving Commitments” for purposes of the Credit Agreement and (iv) each 2025 Lender shall be bound by the provisions of the Credit Agreement as a “Lender”, and, as applicable, (A) the 2025 Term A Loan Refinancing Lender under the Amendment shall 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, transactions set forth in each case, under the Credit Agreementthis Section 2.

Refinancing Amendment. (a) On the Section 2 of this Amendment Effective Date (as defined below), subject solely to the satisfaction (or waiverand Section 2.01(a) 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; 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 Agreement shall be deemed to constitute a “Refinancing Amendment” under the Existing Credit Agreement (such Sections shall be collectively referred to herein as set forth in Section 2.14 of the “2019 Refinancing Amendment”) and the 2019 Refinancing Amendment shall constitute a “Refinancing Loan Request” delivered pursuant to the Existing Credit Agreement. The Term B Loans and Term B-2 Loans shall constitute “Refinanced Debt” under the Existing Credit Agreement. The Consent of each Term B Lender and Term B-2 Lender to convert into Term B-3 Loans and the Additional Term B-3 Commitment shall constitute “Refinancing Commitments” under the Existing Credit Agreement (and the Term B-3 Lenders with respect thereto shall constitute “Refinancing Lenders” under the Existing Credit Agreement), (ii) in each case to the 2025 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 Term A Loans made pursuant Amendment hereby approve all other amendments to the Existing Credit Agreement contained in this Amendment shall be deemed to constitute “(including the amendment and restatement of the Revolving Credit Commitments contained herein) and the Credit Agreement Refinancing Debt” for and hereby approve the amount of the Additional Term B-3 Commitment (and the aggregate amount of the Revolving Credit Commitments set forth on Schedule II hereto) and the Term B-3 Loans and hereby agree that any and all purposes requirements of Section 2.15 of the Existing Credit Agreement and “Term Loans” for purposes of the Credit Agreement, (iii) the 2025 Revolving Commitments shall constitute “Credit Agreement Refinancing Debt” for all purposes solely as such Section 2.15 of either the Existing Credit Agreement and “Revolving Commitments” for purposes of or the Credit Agreement relate to the establishment and (iv) each 2025 Lender shall be bound by the provisions incurrence of the Credit Agreement as a “Lender”, and, as applicable, (A) the 2025 Term A Loan Refinancing Lender under B-3 Loans on the Amendment No. 3 Effective Date, shall 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, in each case, under the Credit Agreementhave been satisfied.

Refinancing Amendment. (a) On the Amendment Effective Date (as defined below)This Section 2 hereto constitutes a “Refinancing Amendment” pursuant to which each 2024 Term B Lender commits to make, subject solely severally but not jointly, 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 Borrower Other Term Loans (the “2025 Refinancing 2024 Term A B Loans”) on the Effective Date in a principal amount equal to the Borrower in 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 $300,000,000 583,500,000. 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 set forth further provided in the Credit 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 Amended Credit Agreement. (bc) 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 Term B Loans. (d) Each Existing Term B Lender holding Existing Term B Loans may elect for a “cashless conversion” of 100% (or such lesser amount as may be notified to such Existing Term Lender by the Administrative Agent prior to the Effective Date) of its Existing Term B Loans into 2024 Term B Loans in the same principal amount by indicating such election for a cashless settlement option on its signature page hereto (such electing Existing Term B Lenders, the “Converting Term Loan Lenders”). It is understood and agreed that (i) this Amendment 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 deemed to constitute a “Refinancing Amendment” as set forth be extinguished, repaid and no longer outstanding and such Converting Term Loan Lender shall thereafter hold 2024 Term B Loans in Section 2.14 of the Existing Credit Agreementan 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 2025 Refinancing proceeds of the 2024 Term A B Loans made pursuant to this Amendment the extent of such Converting Term Loan 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 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 by purchasing 2024 Term B Loans from a 2024 Term B Lender (other than a Converting Term Loan Lender) on or after the Effective Date or (ii) is a Converting Term Loan Lender shall be deemed to constitute “Credit Agreement Refinancing Debt” for all purposes waive any payment of any amounts due to such Existing Term B Lender pursuant to Section 3.05 of the Existing Credit Agreement and “Term Loans” for purposes in respect of the Credit Agreement, (iii) the 2025 Revolving Commitments shall constitute “Credit Agreement Refinancing Debt” for all purposes of the Existing Credit Agreement and “Revolving Commitments” for purposes of the Credit Agreement and (iv) each 2025 Lender shall be bound by the provisions of the Credit Agreement as a “Lender”, and, as applicable, (A) the 2025 Term A Loan Refinancing Lender under the Amendment shall 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, transactions set forth in each case, under the Credit Agreementthis Section 2.