Common use of Replacement Revolving Commitments Clause in Contracts

Replacement Revolving Commitments. The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 4 Effective Date; no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 2 Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 2 Revolving Credit Facility; there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Replacement Revolving Commitments. The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”a) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered Subject to the Administrative Agent; provided that: before and after giving effect to the establishment satisfaction or waiver in writing of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions condition precedent set forth in Section 4.01 5 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Replacement and Increase Amendment, each Replacement Revolving Lender hereby agrees (x) to provide its respective Replacement Revolving Commitment to the Borrower in a principal amount not to exceed the amount set forth opposite such Replacement Revolving Lender’s name in Schedule A attached hereto (collectively, the “Series C Replacement Revolving Commitments”) and (y) that on the Effective Date (as defined below) all of its Revolving Credit Commitment under the Existing Credit Agreement (if any) shall be satisfied; after giving effect Refinanced and replaced in its entirety with its respective Replacement Revolving Commitment hereunder. The Administrative Agent has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to this Replacement and Increase Amendment. For the establishment avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit Agreement that is not signatory to this Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Increase Amendment (such Revolving Credit Commitments, the aggregate “Exiting Commitments” and such Lender an “Exiting Lender”) shall be Refinanced or replaced by a Replacement Revolving Commitment hereunder in its entirety and from and after the Effective Date, (i) upon receipt by each Exiting Lender of an amount equal to all principal, interest, fees and breakage costs (if any) in respect of outstanding Revolving Credit Commitments shall not exceed Loans and other Obligations owing to such Exiting Lender under the aggregate amount of Credit Agreement and the other Loan Documents arising from its Revolving Credit Commitments outstanding on Commitment, such Exiting Lender shall cease with immediate effect to be a party to and a Revolving Credit Lender under the Amendment No. 4 Effective Date; Credit Agreement and the other Loan Documents, (ii) no Replacement Revolving Commitments Exiting Lender shall have any obligations or liabilities under the Credit Agreement as a scheduled termination date prior Revolving Credit Lender with respect to the Maturity period from and after the Effective Date of and, without limiting the Tranche 2 foregoing, no Exiting Lender shall have any Revolving Credit Facility (Commitment under the Credit Agreement or if later, the date required pursuant to any Replacement Revolving Facility Amendment); all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer Obligations outstanding under the Credit Agreement and Replacement Swing Line Lender, if any, (iii) no Exiting Lender shall have any rights under such Replacement Revolving Commitments) shall be substantially identical to, the Credit Agreement or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 2 any other Loan Document as a Revolving Credit FacilityLender; there shall be no more than two Classes, in provided that the aggregate, rights under the Credit Agreement expressly stated to survive the termination of Revolving the Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; Agreement and the Loan Parties and the Collateral Agent repayment of amounts outstanding thereunder shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with survive for the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agenteach Exiting Lender. The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant After giving effect to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “hereunder, the Credit Agreement’s Revolving Credit Commitments as of the date hereof shall be comprised solely of Series C Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contraryCommitments.

Replacement Revolving Commitments. The Borrower may by written notice (a) Subject to Administrative Agent elect to request the establishment satisfaction or waiver in writing of one or more additional Facilities providing for revolving commitments (“each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Replacement Amendment, each Replacement Revolving Commitments” and the revolving loans thereunder “Lender hereby agrees (x) to provide its respective Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which Commitment to the Borrower proposes that in a principal amount not to exceed the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the establishment of amount set forth opposite such Replacement Revolving Commitments Lender’s name in Schedule A attached hereto and (y) that on the Replacement Revolving Facility Credit Effective Date each all of its Revolving Credit Commitment under the conditions set forth in Section 4.01 Existing Credit Agreement shall be satisfied; after giving effect Refinanced and replaced in their entirety with its respective Replacement Revolving Commitment hereunder. The Administrative Agent has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to this Replacement Amendment. For the establishment avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit Agreement that is not signatory to this Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Amendment (such Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments “Remaining Commitments”) shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 4 Effective Date; no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 2 Revolving Credit Facility (be Refinanced or if later, the date required pursuant to any Replacement Revolving Facility Amendment); all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 2 Revolving Credit Facility; there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested replaced by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment hereunder, shall be unchanged in all respects by this Replacement Amendment and the selection of is not a Series B Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contraryCommitment.

Replacement Revolving Commitments. The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more additional Facilities providing for revolving commitments (“Replacement Revolving Commitments” and the revolving loans thereunder “Replacement Revolving Loans”). Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”a) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five Business Days after the date on which such notice is delivered Subject to the Administrative Agent; provided that: before and after giving effect to the establishment satisfaction or waiver in writing of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions condition precedent set forth in Section 4.01 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, each Replacement Revolving Lender hereby agrees (x) to provide its respective Replacement Revolving Commitment to the Borrower in a principal amount not to exceed the amount set forth opposite such Replacement Revolving Lender’s name in Schedule A attached hereto and (y) that on the Effective Date all of its Revolving Credit Commitment under the Existing Credit Agreement shall be satisfied; after giving effect Refinanced and replaced in their entirety with its respective Replacement Revolving Commitment hereunder. The Administrative Agent has notified each Replacement Revolving Lender of its allocated Replacement Revolving Commitment, and each Replacement Revolving Lender is a signatory to this Amendment. For the establishment avoidance of doubt, the Revolving Credit Commitment of any Lender under the Existing Credit Agreement that is not signatory to this Amendment and is not a Series B Replacement Revolving Commitments and any concurrent reduction in Commitment under the aggregate amount of any other Existing Credit Agreement (such Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments “Remaining Commitments”) shall not exceed be Refinanced or replaced by a Replacement Revolving Commitment hereunder, shall be unchanged in all respects by this Amendment and is not a Series B Replacement Revolving Commitment. As of the aggregate amount of Effective Date after giving effect to this Amendment, Schedule B attached hereto sets forth the Revolving Credit Commitments outstanding on the Amendment No. 4 Effective Date; no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 2 each Revolving Credit Facility (or if later, the date required pursuant to any Replacement Revolving Facility Amendment); all other terms applicable to Lender and whether such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those applicable to the Tranche 2 Revolving Credit Facility; there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all is an Original Revolving Credit Commitment or a portion of the Series B Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contraryCommitment.

Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that: (i) substantially concurrently with the revolving loans thereunder “effectiveness of the Replacement Revolving Loans”). Each Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such notice effectiveness shall specify be terminated, and all or an equivalent portion of the date Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (eachit being understood, a “however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Facility Effective Date”Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) on which such Replacement Revolving Commitments shall be in an aggregate amount not greater than the Borrower proposes that aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall become effective, which shall not be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 4 Effective Date; no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 2 Revolving Credit Facility (or if later, the date required pursuant subject to any Replacement Revolving Facility Amendment)amortization; all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (yiv) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Issuing Banks thereunder (or any replacement Issuing Banks); (v) (A) the pricing, rate floors, discounts, fees and prepayment provisions applicable to such Replacement L/C Issuer Revolving Commitments shall be as agreed between the Borrower and the Replacement Swing Line LenderRevolving Lenders so long as, if anyin the case of any mandatory or optional prepayment provisions, under such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Commitments, shall not be materially more favorable (when taken as a whole) shall be substantially identical to, or less favorable to the Lenders lenders providing such the Replacement Revolving Commitments than, than those applicable to the Tranche 2 Replaced Revolving Credit FacilityCommitments (as determined by the Borrower in good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable to -93- any revolving credit facility hereunder or such covenants or other terms apply equally for the benefit of the other Lenders; there (vi) no existing Lender shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time required to provide any Replacement Revolving Commitment Series is establishedCommitments; and (vii) no Replacement Revolving Commitments shall be guaranteed by any Person that is not a Subsidiary Loan Party or secured by any asset that is not Collateral; and (viii) the Loan Parties Replacement Revolving Commitments shall rank pari passu in right of payment and of security with the Collateral Agent existing Revolving Commitments. (b) Each such notice shall enter into such amendments to specify (x) the Collateral Documents as may be reasonably requested by date on which the Collateral Agent (which shall not require any consent from any Lender) in order to ensure Borrower proposes that the Replacement Revolving Loans are provided with Commitments become effective, which shall be a Business Day and (y) the benefit identity of the applicable Collateral Documents on Persons (each of which shall be an Eligible Assignee (for this purpose treating a pari passu basis with Lender of Replacement Revolving Commitments as if it were an assignee)) whom the other Obligations Borrower proposes would provide the Replacement Revolving Commitments (each such person, a “Replacement Revolving Lender”) and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments to be provided by each such Person. (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”c) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among the Borrower, the Administrative Agent, the Replacement Revolving Lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which shall not require the consent of any other Lender). On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. This Section 2.17 2.23 shall supersede any provisions in Section 2.13 2.18 or 10.01 to the contrary.Section 9.02

Replacement Revolving Commitments. (a) The Borrower may at any time and from time to time, by written notice to the Administrative Agent elect to Agent, request the establishment of one or more additional Facilities providing for revolving commitments Classes of Revolving Commitments (“Replacement Revolving Commitments” and ”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that: (i) substantially concurrently with the revolving loans thereunder “effectiveness of the Replacement Revolving Loans”). Each Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such notice effectiveness shall specify be terminated, and all or an equivalent portion of the date Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (eachit being understood, a “however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Facility Effective Date”Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) on which such Replacement Revolving Commitments shall be in an aggregate amount not greater than the Borrower proposes that aggregate amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall be later than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall become effective, which shall not be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent; provided that: before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied; after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Credit Commitments, the aggregate amount of Revolving Credit Commitments shall not exceed the aggregate amount of the Revolving Credit Commitments outstanding on the Amendment No. 4 Effective Date; no Replacement Revolving Commitments shall have a scheduled termination date prior to the Maturity Date of the Tranche 2 Revolving Credit Facility (or if later, the date required pursuant subject to any Replacement Revolving Facility Amendment)amortization; all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees and interest rates which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (yiv) the amount of any Letter of Credit Sublimit and Swing Line Sublimit under such Replacement Revolving Facility which Commitments shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the Replacement L/C Issuer Issuing Banks thereunder (or any replacement Issuing Banks); (v) (A) the pricing, rate floors, discounts, fees and Replacement Swing Line Lender, if any, under such Replacement Revolving Commitments) shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments than, those prepayment provisions applicable to the Tranche 2 Revolving Credit Facility; there shall be no more than two Classes, in the aggregate, of Revolving Credit Commitments and Replacement Revolving Commitment Series in effect at any time any Replacement Revolving Commitment Series is established; and the Loan Parties and the Collateral Agent shall enter into such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent (which shall not require any consent from any Lender) in order to ensure that the Replacement Revolving Loans are provided with the benefit of the applicable Collateral Documents on a pari passu basis with the other Obligations and shall deliver such other documents, certificates and opinions of counsel in connection therewith as may be reasonably requested by the Collateral Agent. The Borrower may approach any Lender or any other Person that would be a permitted Assignee of a Revolving Credit Commitment pursuant to Section 10.07 to provide all or a portion of the Replacement Revolving Commitments (a “Replacement Revolving Lender”); provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment and the selection of Replacement Revolving Lender shall be subject to any consent that would be required pursuant to Section 10.07. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated a series (a “Replacement Revolving Commitment Series”) of Replacement Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Replacement Revolving Facility Amendment, be designated as an increase in any previously established Replacement Revolving Commitment Series of the Borrower. The Replacement Revolving Commitments shall be established pursuant to an amendment to this Agreement among as agreed between the Borrower, the Administrative Agent, Borrower and the Replacement Revolving Lenders so long as, in the case of any mandatory or optional prepayment provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Replaced Revolving Commitments and (B) the covenants and other terms applicable to such Replacement Revolving Commitments (excluding those terms described in the immediately preceding clause (A)), which shall be as agreed between the Borrower and the lenders providing such Replacement Revolving Loans and any Replacement L/C Issuer and/or Replacement Swing Line Lender thereunder (a “Replacement Revolving Facility Amendment”) which shall be consistent with the provisions set forth in paragraph (a) above (but which Commitments, shall not require the consent of any other Lender). On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Replacement Revolving Lenders with Replacement Revolving Commitments of such Replacement Revolving Commitment Series shall purchase from each of the other Lenders with Replacement Revolving Commitment Series of such Replacement Revolving Commitment Series, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans under such Replacement Revolving Commitment Series outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans of such Replacement Revolving Commitment Series will be held by Replacement Revolving Lenders thereunder ratably in accordance with their Replacement Revolving Credit Percentages. This Section 2.17 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.materially