Common use of Refinancing Term Loans Clause in Contracts

Refinancing Term Loans. (a) Pursuant to Section 2.21 of the Credit Agreement, on the Amendment No. 1 Effective Date, each of the Rollover Amendment No. 1 Term Lenders and the Additional Term B-1 Lenders will make Term B-1 Loans (including Additional Term B-1 Loans) to the Borrower as described in Section 2.02 of the Amended Credit Agreement, with the Term B-1 Loans having the terms set forth in the Amended Credit Agreement. The Borrower shall prepay in full the then outstanding principal amount of the Term Loans together with all accrued and unpaid interest thereon, with the gross cash proceeds of the Term B-1 Loans (including the Additional Term B-1 Loans) (the “Refinancing”). (b) Each Additional Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 1 Lead Arrangers, any other Additional Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-1 Lender, the Administrative Agent and the Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-1 Lenders party to this Amendment shall become Lenders under the Amended Credit Agreement and shall have the respective Additional Term B-1 Commitment set forth on Schedule 1 hereto, effective as of the Amendment No. 1 Effective Date. (d) The Borrowing of the Term B-1 Loans will be a Eurocurrency Borrowing with an initial Interest Period beginning on the Amendment No. 1 Effective Date and ending on March 1, 2021. (e) This Amendment No. 1 constitutes a Refinancing Amendment in respect of the Term Loans.

Refinancing Term Loans. (a) Pursuant to Section 2.21 of the Credit Agreement, on the Amendment No. 1 5 Effective Date, each of the Rollover Amendment No. 1 Term B-1 Lenders and the Additional Term B-1 Lenders will make Term B-1 Loans (including Additional Term B-1 Loans) to the Borrower Borrowers as described in Section 2.02 2.01 of the Amended Credit Agreement, with the Term B-1 Loans having the terms set forth in the Amended Credit Agreement. The Borrower Borrowers shall prepay in full the then outstanding principal amount of the Term Loans and all indebtedness under the Second Lien Credit Agreement, in each case together with all accrued and unpaid interest thereon, with the gross cash proceeds of the Term B-1 Loans (including the Additional Term B-1 Loans) (the “Refinancing”). (b) Each Additional Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 1 Joint Lead Arrangers, any other Additional Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its 1 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates. own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-1 Lender, the Administrative Agent and the Borrower Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-1 Lenders party to this Amendment shall become Lenders under the Amended Credit Agreement and shall have the respective Additional Term B-1 Commitment set forth on Schedule 1 I hereto, effective as of the Amendment No. 1 5 Effective Date. (d) The Borrowing of the Term B-1 Loans will be a Eurocurrency Borrowing with an initial Interest Period beginning on the Amendment No. 1 5 Effective Date and ending on March 1May 31, 20212018. The LIBO Rate for such Eurocurrency Borrowing (and for purposes of the Borrowing Request delivered in connection therewith as required by Section 8(b)(v) below) shall be deemed hereby to be equivalent to the LIBO Rate for the Eurocurrency Borrowing pursuant to the Borrowing Request dated April 25, 2018. (e) This Amendment No. 1 5 constitutes a Refinancing Amendment in respect of the Term Loans.

Refinancing Term Loans. (a) Pursuant The Administrative Agent will promptly notify each Lender as to Section 2.21 the effectiveness of each Refinancing Amendment. Each of the Credit Agreementparties hereto hereby agrees that, on upon the Amendment No. 1 Effective Dateeffectiveness of any Refinancing Amendment, each of the Rollover Amendment No. 1 Term Lenders this Agreement will be deemed amended (or amended and the Additional Term B-1 Lenders will make Term B-1 Loans (including Additional Term B-1 Loansrestated, as applicable) to the Borrower as described in Section 2.02 extent (but only to the extent) necessary to reflect the existence and terms of the Amended Credit Agreement, with the Refinancing Term B-1 Loans having the terms set forth in the Amended Credit Agreement. The Borrower shall prepay in full the then outstanding principal amount of incurred pursuant thereto (including any amendments necessary to treat the Term Loans together with all accrued and unpaid interest thereon, with the gross cash proceeds of the subject thereto as Refinancing Term B-1 Loans (including the Additional Term B-1 Loans) (the “Refinancing”). (bc) Each Additional Term B-1 Lender (i) confirms that it has received a copy Any Refinancing Amendment may, without the consent of the Amended Credit Agreement and the any Person other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon than the Administrative Agent, the Amendment No. 1 Lead ArrangersBorrower and the Lenders or Additional Lenders providing Refinancing Term Loans, any other Additional Term B-1 Lender effect such amendments (or any other Lender amendment and based on such documents and information as it shall deem appropriate at the time, continue restatements) to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit this Agreement and the other Loan Documents as are delegated to may be necessary or appropriate, in the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all reasonable opinion of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-1 Lender, the Administrative Agent and the Borrower and (ii) Borrower, to effect the delivery provisions of this Section 2.27. This Section 2.27 supersedes any provisions in Section 2.21 or 10.2 to the Administrative Agent contrary. The transactions contemplated by this Section 2.27 will not require the consent of a fully executed counterpart (including any other Lender or any other Person, and the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by way of telecopy or other electronic transmission) hereof, each this Section 2.27 will not apply to any of the Additional Term B-1 Lenders party transactions effected pursuant to this Amendment shall become Lenders under the Amended Credit Agreement and shall have the respective Additional Term B-1 Commitment set forth on Schedule 1 hereto, effective as of the Amendment No. 1 Effective DateSection 2.27. (d) The Borrowing Refinancing Term Loans may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of the any Refinancing Term B-1 Loan) or by any Additional Lender. Any Lender approached to provide all or a portion of Refinancing Term Loans will be a Eurocurrency Borrowing with an initial Interest Period beginning on the Amendment No. 1 Effective Date and ending on March 1may elect or decline, 2021. in its sole discretion, to provide such Refinancing Term Loans (e) This Amendment No. 1 constitutes a it being understood that there is no obligation to approach any existing Lenders to provide Refinancing Amendment in respect of the Term Loans). Section 2.28.

Refinancing Term Loans. (a) Pursuant to Section 2.21 of the First Lien Credit Agreement, on the Amendment No. 1 5 Effective Date, each of the Rollover Amendment No. 1 5 Term Lenders and the Additional Term B-1 B-3 Lenders will make Term B-1 B-3 Loans (including Additional Term B-1 B-3 Loans) to the Borrower as described in Section 2.02 2.02(d) of the Amended Credit Agreement, with the Term B-1 B-3 Loans having the terms set forth in the Amended Credit Agreement. The Borrower shall prepay in full the then outstanding principal amount of the Term Loans B-2 Loans, in each case together 1 RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates. with all accrued and unpaid interest thereon, with the gross cash proceeds of the Term B-1 B-3 Loans (including the Additional Term B-1 B-3 Loans) (the “Refinancing”). (b) Each Additional Term B-1 B-3 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 1 5 Lead Arrangers, any other Additional Term B-1 B-3 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-1 B-3 Lender, the Administrative Agent and the Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-1 B-3 Lenders party to this Amendment shall become Lenders under the Amended Credit Agreement and shall have the respective Additional Term B-1 B-3 Commitment set forth on Schedule 1 I hereto, effective as of the Amendment No. 1 5 Effective Date. (d) The Borrowing of the Term B-1 B-3 Loans will be a Eurocurrency Term SOFR Borrowing with an initial Interest Period beginning on the Amendment No. 1 5 Effective Date and ending on March 1August 29, 20212025. (e) This Amendment No. 1 5 constitutes a Refinancing Amendment in respect of the Term B-2 Loans.

Refinancing Term Loans. (a) Pursuant to Section 2.21 2.16(a) of the Credit Loan Agreement, on the Amendment No. 1 and Restatement Effective Date, each of the Rollover Amendment No. 1 Term A-2 Lenders and the Additional Term B-1 A-2 Lenders will make Term B-1 A-2 Loans (including Additional Term B-1 A-2 Loans) to the Lead Borrower as described in Section 2.02 2.1 of the Amended Credit and Restated Loan Agreement, with the Term B-1 A-2 Loans having the terms set forth in the Amended Credit and Restated Loan Agreement. The Lead Borrower shall prepay in full the then outstanding principal amount of the Term A-1 Loans together with all accrued and unpaid interest thereon, with the gross cash proceeds of the Term B-1 A-2 Loans (including the Additional Term B-1 A-2 Loans) (), together with cash on hand and/or amounts drawn under the “Refinancing”)Revolving Facility. (b) Each Additional Term B-1 A-2 Lender (i) confirms that it has received a copy of the Amended Credit Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentRestatement Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 1 Joint Lead Arrangers, Arrangers or any other Additional Term B-1 A-2 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Loan Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit and Restated Loan Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit and Restated Loan Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment Restatement Agreement by each Additional Term B-1 A-2 Lender, the Administrative Agent and the Lead Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-1 A-2 Lenders party to this Amendment Restatement Agreement shall become Lenders under the Amended Credit and Restated Loan Agreement and shall have the respective Additional Term B-1 A-2 Commitment set forth on Schedule 1 I hereto, effective as of the Amendment No. 1 and Restatement Effective Date. (d) The Borrowing of the Term B-1 Loans will be a Eurocurrency Borrowing with an initial Interest Period beginning on the Amendment No. 1 Effective Date and ending on March 1, 2021. (e) This Amendment No. 1 Restatement Agreement constitutes a Refinancing Amendment in respect of the Term A-1 Loans.

Refinancing Term Loans. (a) Pursuant to Section 2.21 of the First Lien Credit Agreement, on the Amendment No. 1 4 Effective Date, each of the Rollover Amendment No. 1 4 Term Lenders and the Additional Term B-1 B-2 Lenders will make Term B-1 B-2 Loans (including Additional Term B-1 B-2 Loans) to the Borrower as described in Section 2.02 of the Amended Credit Agreement, with the Term B-1 B-2 Loans having the terms set forth in the Amended Credit Agreement. The Borrower shall prepay in full the then outstanding principal amount of the Term Loans B-1 Loans, in each case together with all accrued and unpaid interest thereon, with the gross cash proceeds of the Term B-1 B-2 Loans (including the Additional Term B-1 B-2 Loans) (the “Refinancing”). (b) Each Additional Term B-1 B-2 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 1 Lead Arrangers, any other Additional Term B-1 B-2 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-1 B-2 Lender, the Administrative Agent and the Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-1 B-2 Lenders party to this Amendment shall become Lenders under the Amended Credit Agreement and shall have the respective Additional Term B-1 B-2 Commitment set forth on Schedule 1 I hereto, effective as of the Amendment No. 1 4 Effective Date. (d) The Borrowing of the Term B-1 B-2 Loans will be a Eurocurrency Term SOFR Borrowing with an initial Interest Period beginning on the Amendment No. 1 4 Effective Date and ending on March 1November 29, 20212024. (e) This Amendment No. 1 4 constitutes a Refinancing Amendment in respect of the Term B-1 Loans.

Refinancing Term Loans. (a) Pursuant to Section 2.21 of the Credit Agreement, on On the Amendment No. 1 6 Effective Date, each of the Rollover Amendment No. 1 Term B-1 Lenders and the Additional Term B-1 Lenders will make Term B-1 Loans (including Additional Term B-1 Loans) to the Borrower as described in Section 2.02 2.02(d) of the Amended Credit Agreement, with the Term B-1 Loans having the terms set forth in the Amended Credit Agreement. The Borrower shall prepay in full the then outstanding principal amount of the Existing Term Loans Loans, in each case together with all accrued and unpaid interest thereon, with the gross cash proceeds of the Term B-1 Loans (including the Additional Term B-1 Loans) (the “Refinancing”). (b) The Rollover Original Term Lenders agree that effective on and at all times after the Amendment No. 6 Effective Date, the Rollover Original Term Lenders will be bound by all obligations of a Term Lender under the Credit Agreement (immediately prior to the Amendment No. 6 Effective Date) and the Amended Credit Agreement (from and immediately after the Amendment No. 6 Effective Date) in respect of its Term B-1 Loans and shall have all rights of a Lender thereunder. (c) On the Amendment No. 6 Effective Date, the Borrower shall apply a portion of the aggregate proceeds of the Term B-1 Loans to prepay in full all outstanding Non-Exchanged Original Term Loans of the Borrower immediately prior to the Amendment No. 6 Effective Date. (d) Each Lender party hereto waives any right to compensation for losses, expenses or liabilities incurred by such Lender to which it may otherwise be entitled pursuant to Section 2.14 of the Credit Agreement in respect of the transactions contemplated hereby. (e) The transactions contemplated by this Section 3 shall collectively constitute a voluntary prepayment of the Term Loans by the Borrower pursuant to Section 2.8 of the Credit Agreement, as applicable. (f) Each Additional Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 1 Lead 6 Arrangers, any other Additional Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (cg) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-1 Lender, the Administrative Agent and the Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-1 Lenders party to this Amendment shall become Lenders under the Amended Credit Agreement and shall have the respective Additional Term B-1 Commitment set forth on Schedule 1 I hereto, effective as of the Amendment No. 1 6 Effective Date. (d) The Borrowing of the Term B-1 Loans will be a Eurocurrency Borrowing with an initial Interest Period beginning on the Amendment No. 1 Effective Date and ending on March 1, 2021. (e) This Amendment No. 1 constitutes a Refinancing Amendment in respect of the Term Loans.

Refinancing Term Loans. (a) Pursuant to Section 2.21 2.16(a) of the Credit Loan Agreement, on the Amendment No. 1 7 Effective Date, each of the Rollover Amendment No. 1 Term A-1 Lenders and the Additional Term B-1 A-1 Lenders will make Term B-1 A-1 Loans (including Additional Term B-1 A-1 Loans) to the Borrower as described in Section 2.02 2.1 of the Amended Credit Loan Agreement, with the Term B-1 A-1 Loans having the terms set forth in the Amended Credit Loan Agreement. The Borrower shall prepay in full the then outstanding principal amount of the Term A Loans together with all accrued and unpaid interest thereon, with the gross cash proceeds of the Term B-1 A-1 Loans (including the Additional Term B-1 A-1 Loans) (the “Refinancing”). (b) Each Additional Term B-1 A-1 Lender (i) confirms that it has received a copy of the Amended Credit Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 1 Joint Lead Arrangers, Arrangers or any other Additional Term B-1 A-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Loan Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Loan Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Loan Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-1 A-1 Lender, the Administrative Agent and the Borrower and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-1 A-1 Lenders party to this Amendment shall become Lenders under the Amended Credit Loan Agreement and shall have the respective Additional Term B-1 A-1 Commitment set forth on Schedule 1 I hereto, effective as of the Amendment No. 1 7 Effective Date. (d) The Borrowing of the Term B-1 Loans will be a Eurocurrency Borrowing with an initial Interest Period beginning on the Amendment No. 1 Effective Date and ending on March 1, 2021. (e) This Amendment No. 1 7 constitutes a Refinancing Amendment in respect of the Term A Loans.