Common use of Specified Refinancing Debt Clause in Contracts

Specified Refinancing Debt. (a) The Borrowers may from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).

Specified Refinancing Debt. (a) The Borrowers may may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Parent Borrower, after consultation with the Administrative Agent Agent, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersParent Borrower, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent and, if the Specified Refinancing Agent is not the Administrative Agent, the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; provided, that Extendable Bridge Loans and Specified Refinancing Debt incurred pursuant to the Inside Maturity Date Exception may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans and Specified Refinancing Debt incurred pursuant to the Inside Maturity Date Exception, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.04 or 2.052.03) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)Tranches; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less as agreed between the Borrowers and the Lenders providing such Specified Refinancing Debt; provided that the negative covenants and events of default will (x) be not materially more favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, Lenders than the terms and conditions of the Credit existing Revolving Facility or Term Facilities, as applicable, unless (A) the Lenders under the existing Revolving Facility or Term Facilities, as applicable, also receive the benefits of such more favorable terms (and to the extent the existing Lenders under the existing Facilities and Loans being refinanced are to receive the benefit of such terms, such terms shall be incorporated into the Loan Documents for the benefit of all existing Lenders without further amendment requirements) or (as B) any such provisions apply only after the maturity date of the initial Revolving Facility or (y) are reasonably determined by acceptable to the Parent Borrower in good faith); Administrative Agent and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Borrowers and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving in effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments), the Borrowers may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Term Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) under any or all or any portion of any Class of Revolving Loans (the 5¼ Year Term Facility, the 6¾ Year Term Facility, the New Term Facility and the unused Revolving Commitments with respect Acquisition Term Facility (which for purposes of this Section 2.14 will be deemed to such Class of Revolving include any then outstanding Incremental Term Loans) then in effect under this Agreement), in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as and of security with the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (viii) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date applicable Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiiv) subject to clauses (ivii) and (viii) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Term Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith)refinanced; and (ixv) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable2.03; provided, howeverfurther, that the terms and conditions applicable to such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among between the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest latest Maturity Date of any in respect of the Loans (and Commitments) Term Facilities that remain outstanding after giving is in effect to on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Senior Credit Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)full.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Term Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) under any or all or any portion of any Class of Revolving Loans (the 5¼ Year Term Facility, the 6¾ Year Term Facility, the New Term Facility and the unused Revolving Commitments with respect Acquisition Term Facility (which for purposes of this Section 2.14 will be deemed to such Class of Revolving include any then outstanding Incremental Term Loans) then in effect under this Agreement), in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as and of security with the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (viii) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date applicable Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiiv) subject to clauses (ivii) and (viii) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Term Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith)refinanced; and (ixv) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable2.03; provided, howeverfurther, that the terms and conditions applicable to such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among between the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest latest Maturity Date of any in respect of the Loans (and Commitments) Term Facilities that remain outstanding after giving is in effect to on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Senior Credit Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)full.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class Tranche of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class Tranche of Revolving Credit Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed Guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will be (x) unsecured or (y) secured only by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory and shall be subject to the Administrative Agent)Intercreditor Agreement or an Other Intercreditor Agreement, as applicable; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is not prior to the Revolving scheduled Maturity Date of the Tranche of Revolving Commitment Credit Commitments being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Tranche of Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional and prepayment and redemption termsprovisions) that are substantially identical to, or less favorable, when taken as a whole, whole to the lenders Lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced Refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive); and (ixvi) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 Sections 2.05 and 2.112.06, as applicable; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Representative and the lenders Lenders thereof and applicable only during periods after the Latest Maturity Date latest maturity date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or and expenses).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Term Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) under any or all of the Term A-1 Term Facility or the Term B-1 Term Facility or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving then outstanding Incremental Term Loans) then in effect under this Agreement), in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as and of security with the other Term Loans and Term Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (viii) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date applicable Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; provided that the limitations in this clause (viiii) any shall not apply to Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 Debt having an aggregate principal amount not exceeding the Inside Maturity Excluded Amount, (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiiv) subject to clauses (ivii) and (viii) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Term Facilities and Term Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ixv) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable2.03; provided, howeverfurther, that the terms and conditions applicable to such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among between the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest latest Maturity Date of any in respect of the Loans (and Commitments) Term Facilities that remain outstanding after giving is in effect to on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Senior Credit Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)full.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Term Loans and Commitments hereunder; (ii) will shall not be guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will shall be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an equal and ratable basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent)Obligations; (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not shall have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a scheduled maturity date that is not prior to the date that is the scheduled maturity date ofTerm Loan Maturity Date, and will shall have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity ofMaturity, of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than pricing and optional prepayment and redemption termspricing) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Term Loans being refinanced (as reasonably determined by unless such terms are acceptable to the Parent Borrower in good faith); Administrative Agent) and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence receipt thereof, to the pro rata prepayment of outstanding Term Loans being so refinancedrefinanced (and in the case of a partial refinancing, in each case pursuant to Section 2.08 and 2.11, reduce the remaining scheduled principal installments thereof as applicabledirected by the Borrower); provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date latest scheduled maturity date of any of the Term Loans (and Commitments) that remain outstanding after giving effect to the application of the proceeds of such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).and

Specified Refinancing Debt. (a) The Borrowers may on a joint and several basis, from time to timetime after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as borrowers or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower Borrowers and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is after the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section Sections 2.03 and 2.04) and participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)Tranches; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower Representative in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Lux Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Lux Borrower); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable, and the prepayment of fees, expenses and premiums, if any, payable in connection therewith; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Borrowers and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving in effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses). The Borrower Representative (on behalf of the Borrowers) shall make any request for Specified Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. At the time of sending such notice to such Lenders, the Borrower Representative (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Facility) of such Specified Refinancing Debt. Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Debt. The Administrative Agent shall notify the Borrowers and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent, each L/C Issuer and the Swing Line Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), the Borrowers may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term loan facilities, the “Specified Refinancing Term Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (including by extending the maturity) (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and or (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect Term Commitment Increase or New Term Facility incurred under this AgreementSection 2.16, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or Guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent and, if the Specified Refinancing Agent is not the Administrative Agent, the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; provided, that Extendable Bridge Loans/Interim Debt and Specified Refinancing Debt in an amount not in excess of the Inside Maturity Basket at the time of Incurrence may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt and Specified Refinancing Debt in an amount not in excess of the Inside Maturity Basket at the time of Incurrence, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical tocustomary for similar debt securities in light of then-prevailing market conditions at the time of incurrence or issuance (as determined by the Borrower in good faith) (it being understood that no Specified Refinancing Debt shall include any financial maintenance covenants) (provided that, or less favorableat Borrower’s option, when taken as delivery of a whole, certificate of a Responsible Officer of the Borrower to the lenders providing Specified Refinancing Agent in good faith at least three Business Days (or such shorter period as may be agreed by the Specified Refinancing Agent) prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Debt thanor drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (a), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrower of its objection during such three Business Day period (including a reasonable description of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faithbasis upon which it objects)); and (ixviii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case refinanced pursuant to Section 2.08 2.05, and 2.11the payment of fees, as applicableexpenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of any of all existing Lenders (to the Loans (and Commitments) that remain outstanding after giving effect extent applicable to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full Lender) without further amendment requirements and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent. For the avoidance of doubt, any allocations of Specified Refinancing Debt shall be made at the Borrower’s sole discretion, and the Borrower will not be obligated to allocate any Specified Refinancing Debt to any Lender.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person that is not an Affiliate of the Borrower appointed by the Borrower, after consultation with the Administrative Agent Agent, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent and, if the Specified Refinancing Agent is not the Administrative Agent, the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life remaining Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (other than Section 2.05(b)(iii)) (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Sections 2.03) and participations in Letters of Credit pursuant to Section 2.04 or 2.05) 2.03 shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)Tranches; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Borrower); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with, and subject to the consent (not to be unreasonably withheld) of, the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of any of all existing Lenders (to the Loans (and Commitments) that remain outstanding after giving effect extent applicable to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full Lender) without further amendment requirement and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments, the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: Debt (i) will rank pari passu in right of payment and security as the other Loans and Commitments hereunder; , (ii) will shall not be guaranteed by an obligation of, or otherwise Guaranteed by, any Person Subsidiary that is not a Subsidiary Loan Party; , (iii) will be (x) unsecured mature on or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date ofafter, and will shall not have a weighted average life to maturity that is not shorter less than the remaining weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (viiCommitments, if applicable) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoingrefinanced thereby, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than excluding pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when no more favorable (taken as a whole, ) to the lenders Lenders providing such Specified Refinancing Debt than, those applicable to the Loans or Commitments being refinanced thereby; provided that, the applicable Lenders may (x) agree to yield protection terms that are less favorable (but not more favorable) than the terms and conditions applicable to the other Classes of the Credit Facilities and Loans being refinanced and/or Commitments, (as reasonably determined by the Parent Borrower y) agree to participate on a less than (but not greater than) pro rata basis in good faith); respect of any prepayments or repayments of Loans under this Agreement and (ixz) in the Net Cash Proceeds case of such Specified Refinancing Debt shall consisting of Term Loans, agree to different initial Interest Periods and (v) will be appliedused, substantially concurrently with the incurrence thereof, to solely for the pro rata prepayment payment of the outstanding Class of Loans being so refinancedrefinanced (and, in each the case pursuant to Section 2.08 and 2.11of Revolving Loans, as applicablea corresponding amount of the applicable Revolving Credit Commitments shall be permanently reduced); provided, provided however, that such Specified Refinancing Debt (xA) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (yB) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)refinanced.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent (which consent shall not be unreasonable withheld), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities that are provided by any Lender or any Additional Lender (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of the Revolving Credit Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this AgreementAgreement (which for purposes of this Section 2.21 will be deemed to include any then outstanding Specified Refinancing Debt, Incremental Commitments, Extended Loans or other Tranches of Loans), in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu or junior in right of payment and of security as the other Loans and Commitments hereunderhereunder (as determined by the Borrower); (ii) will not be guaranteed borrowed and will not be Guaranteed by any Person that is not the Borrower or a Subsidiary Loan PartyGuarantor, respectively; (iii) will be (x) unsecured or (y) secured by only some or all of the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant as determined by the Borrower) and, if secured, shall be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent)a Pari Passu Intercreditor Agreement or an Other Intercreditor Agreement, as applicable; (iviv)(A) will have such pricing and optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof and/or (B) provide for the payment of additional fees and/or premiums to the Lenders providing such Specified Refinancing Debt in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is not prior to the Revolving scheduled Maturity Date of the Tranche of Revolving Commitment Credit Loans being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Tranche of Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption termsprovisions) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive); and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment payment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest Term Loan Maturity Date in effect at the time of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt refinancing or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value, if applicable) greater than the principal amount (or accreted value, if applicable) of the Loans being refinanced plus accrued interest (excluding accrued interestincluding, without duplication, interest paid-in-kind), fees and premiums (if any) thereon payable by the terms of the Indebtedness being refinanced and reasonable and customary fees and expenses (including upfront fees, discountsoriginal issue discount and initial yield payments) associated with such refinancing, premiums and the aggregate unused Specified Refinancing Revolving Credit Commitments shall not exceed the unused Revolving Credit Commitments being replaced (it being agreed that, for purposes of assessing whether the foregoing limit on principal amount has been observed, any Indebtedness contemporaneously incurred pursuant to and in accordance with available baskets set forth in Section 7.03 (other than the basket pursuant to which such Specified Refinancing Debt is being incurred) shall be disregarded, even if such Indebtedness is of the same tranche or expensesseries of such Specified Refinancing Debt). Any Specified Refinancing Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise expressly permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Loans under Section 2.05(b)(i), (ii) or (iii) (other than pursuant to Sections 2.05(b)(iii)(A)(x), Section 2.05(b)(iv) or Section 2.05(b)(v)), as specified in the applicable Refinancing Amendment. It is understood that the Administrative Agent shall have the right to consent (such consent not to be unreasonably withheld or delayed) to any Additional Lender providing such Specified Refinancing Debt if such consent would be required under Section 10.07 for an assignment of Loans or Commitments to such Person.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new additional tranches of term loan facilities and new revolving credit facilities loans to the Credit Facilities be made hereunder (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Non-Extended Term Loans or Extended Term Loans, as applicable, then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as and of security with the other Term Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory subject to the Administrative Agentlast sentence of this clause (a); (iv) , will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (viii) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Non-Extended Term Loans or Extended Term Loans, as applicable, being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiiv) subject to clauses (ivii) and (viii) above, will have terms and conditions (other than pricing and optional prepayment and redemption termstaken as a whole) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Non-Extended Term Loans or Extended Term Loans, as applicable, being refinanced (as reasonably determined by the Parent Borrower in good faith)refinanced; and (ixv) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Non-Extended Term Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11or Extended Term Loans, as applicable; provided, however, provided further that the terms and conditions applicable to such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among between the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest Maturity Date latest maturity date of any of Term Loans that is in effect on the Loans (and Commitments) that remain outstanding after giving effect to date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Obligations are paid in full full. If at any time any Specified Refinancing Debt becomes effective, there is other Specified Refinancing Debt then outstanding from a prior incurrence of Specified Refinancing Debt (any such prior Specified Refinancing Debt, “Prior Specified Refinancing Debt”) or any Extended Term Loans are then outstanding, then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Specified Refinancing Debt and (y) the four years following the date of the incurrence of such new Specified Refinancing Debt) in respect of the new Specified Refinancing Debt shall at any time (over the life of the Prior Specified Refinancing Debt) exceed the “effective interest rate” applicable to Prior Specified Refinancing Debt or Extended Term Loans (in each case, determined on the same basis as provided in the second parenthetical in this sentence) by more than 0.50%, then the Applicable Rate applicable to Prior Specified Refinancing Debt or Extended Term Loans shall be increased to the extent necessary so that at all times thereafter, the “effective interest rate” applicable to the Prior Specified Refinancing Debt and the Extended Term Loans is not have a principal or commitment amount (or accreted value) greater lower than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)“effective interest rate” applicable to the new Specified Refinancing Debt minus 0.50%.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Tranche B Loans, Tranche B2 Loans, Term Loans Advances or Term 2 Advances then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Loans Advances and Commitments hereunder; (ii) will shall not be guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will shall be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an equal and ratable basis with the Obligations (in each case or on a second-lien basis pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders lenders thereof; (vv)(w) (x) to the extent constituting revolving credit facilities, will not have a maturity date (if refinancing all or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date any portion of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will Tranche B Loans shall have a maturity date that is not prior to the date that is the scheduled maturity date ofTranche B Maturity Date, and will shall have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to Maturity of the Tranche B Loans being refinanced, (v)(x) if refinancing all or any portion of the Term Advances shall have a maturity ofdate that is not prior to the scheduled Term Loan Maturity Date, and shall have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Term Advances being refinanced, (v)(y) if refinancing all or any portion of the Term 2 Advances shall have a maturity date that is not prior to the scheduled Term Loan Maturity Date, and shall have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Term 2 Advances being refinanced or (v)(z) if refinancing all or any portion of the Tranche B2 Loans shall have a maturity date that is not prior to the scheduled Tranche B2 Maturity Date, and shall have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Tranche B2 Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than pricing and optional prepayment and redemption termspricing) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans Tranche B Loans, Tranche B2 Loans, Term Advances and/or Term 2 Advances, as applicable, being refinanced (as reasonably determined by unless such terms are acceptable to the Parent Borrower in good faithAgent); and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans Tranche B Loans, Tranche B2 Loans, Term Advances and/or Term 2 Advances, as applicable, being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable2.10; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date latest maturity date of any of the Loans Facilities (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans Tranche B Loans, Tranche B2 Loans, or Term Advances and/or Term 2 Advances, as applicable, being refinanced (excluding plus accrued interest, fees, discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may Borrower Representative may, from time to time, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower Representative, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of the Revolving Credit Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed Guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory and shall be subject to the Administrative Agent)Intercreditor Agreement; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower Representative and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is not prior to the Revolving scheduled Maturity Date of the Class of Revolving Commitment Credit Loans being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is 91 days after the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than 91 days longer than the weighted average life Weighted Average Life to maturity Maturity of, the Class of Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption termsprovisions) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower Representative in good faith, such determination to be conclusive); and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Representative and the lenders Lenders thereof and applicable only during periods after the Latest Maturity Date latest maturity date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).

Specified Refinancing Debt. (a) The Borrowers may on a several but not joint basis or on a joint and several basis, from time to timetime after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the loans thereunder, “Specified Refinancing Term Loans”; and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu or junior in right of payment as the other Loans and Commitments hereunder and if secured, will rank pari passu or junior in respect of security as the other Loans and Commitments hereunder; (ii) will not be guaranteed Guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) if secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens securing the Obligations, incurred by one or more of the Borrowers on a several and not joint basis or (y) if secured on a “junior” basis with the Liens securing the Obligations (or unsecured, incurred by either Borrower, in each case case, pursuant to customary the Intercreditor Agreement or another intercreditor arrangements agreement reasonably satisfactory to the Administrative Agent); (iv) will have such pricing (including interest, fees and premiums), optional prepayment and redemption terms as may be agreed by the Parent Borrower Borrowers and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and in any event no earlier than the Original Revolving Maturity Date and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is scheduled Maturity Date of the scheduled maturity date ofTerm Loans being refinanced and in any event no earlier than the Original Term Maturity Date, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity of, Maturity of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).Refinancing

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person (other than the Borrower or an Affiliate of the Borrower) selected and appointed by the Borrower, after consultation with the Administrative Agent and reasonably acceptable to Agent, as agent under such Specified Refinancing Debt (such Person (who may be the BorrowersAdministrative Agent, if it so agrees), the “Specified Refinancing Agent”), to refinance (i) subject to the Agreement Among Lenders, all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) subject to the Agreement Among Lenders, secured by the Collateral on a pari passu or junior basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory an applicable Intercreditor Agreement) but if unsecured or secured on a “junior” basis to the Administrative Agent)Liens securing the Obligations, such Specified Refinancing Debt shall be documented in a separate agreement than this Agreement, and if secured, the security shall be the same (or less) Collateral that secures the Facilities; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is 91 days after the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life then remaining Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans; (vi) any Specified Refinancing Term Loans shall share ratably or less than ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans)2.05; (vii) if any Specified Refinancing Debt is not, or would not be, subordinate in payment priority with the First Out Loan Obligations or is, or would be, secured by a Lien that is not subordinate to each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) Lien securing the First Out Loan Obligations, such Specified Refinancing Debt shall be allocated pro rata among made subject to the Classes priorities and other terms of Revolving Commitments the Agreement Among Lenders (it being agreed that notwithstanding or such other agreement acceptable to the foregoing, First Out Lender Representative and the Administrative Agent may, in its reasonable discretion, take Last Out Lender Representative) and each holder of such actions as it deems advisable Specified Refinancing Debt shall have become a party to allocate Letters of Credit the Agreement Among Lenders (or such other agreement acceptable to the First Out Lender Representative and participations therein between any revolving facilitiesthe Last Out Lender Representative); (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than excluding pricing, which shall include, for the avoidance of doubt, any “most favored nation” pricing provisions and optional prepayment and or redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrower of an objection (including a reasonable description of 128 the basis upon which it objects) within five Business Days after being notified of such determination by the Borrower); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 and 2.112.05(b)(iii) or Section 2.06(b)(ii), as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with the Blackstone Credit Representative and the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of any of all existing Lenders (to the Loans (and Commitments) that remain outstanding after giving effect extent applicable to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full Lender) without further amendment requirements and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. Subject to the consent of the Blackstone Credit Representative, the Ally Representative the Administrative Agent and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed), the Borrower may invite any Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt (which to the extent not then a Lender, shall become a Lender pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent and shall join as a party to the Agreement Among Lenders).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities that are provided by any Lender or any Additional Lender (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of the Revolving Credit Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this AgreementAgreement (which for purposes of this Section 2.21 will be deemed to include any then outstanding Specified Refinancing Debt, Incremental Term Commitments, Extended Loans or other Tranches of Loans), in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu or junior in right of payment and of security as the other Loans and Commitments hereunderhereunder (as determined by the Borrower); (ii) will not be guaranteed borrowed and will not be Guaranteed by any Person that is not the Borrower or a Subsidiary Loan PartyGuarantor, respectively; (iii) will be (x) unsecured or (y) secured by only some or all of the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory as determined by the Borrower) and, if secured, shall be subject to the Administrative AgentSecond Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable (and, if secured on a pari passu basis with the Obligations, the “Additional First Lien Representative” (as defined in the Second Lien Intercreditor Agreement) of such Specified Refinancing Debt shall become a party to the Second Lien Intercreditor Agreement); (iviv)(A) will have such pricing and optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof (provided, that, any such Specified Refinancing Debt that is incurred in the form of term loans that are secured on a pari passu basis with the Obligations shall be required to satisfy the requirements of Section 2.16(e)(vi) (assuming, for such purposes, that such Specified Refinancing Debt is being incurred in the form of Incremental Term Loans)) and/or (B) provide for the payment of additional fees and/or premiums to the Lenders providing such Specified Refinancing Debt in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is not prior to the Revolving scheduled Maturity Date of the Tranche of Revolving Commitment Credit Loans (or unused Revolving Credit Commitments) being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Latest Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Tranche of Term Loans being refinanced (provided, that in the case of any such Specified Refinancing Debt that is secured on a junior basis to the Obligations or is unsecured, such Specified Refinancing Debt will have a maturity date that is not prior to 91 days after the Latest Maturity Date of the Tranche of Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption termsprovisions (provided, that, any such Permitted Refinancing that is incurred in the form of term loans that are secured on a pari passu basis with the Obligations shall be required to satisfy the requirements of Section 2.16(e)(vi) (assuming, for such purposes, that such Indebtedness is being incurred in the form of Incremental Term Loans))) that are substantially identical to, or less not materially more favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faithand the Administrative Agent or shall otherwise be reasonably acceptable to the Borrower and the Administrative Agent (provided that, the Administrative Agent’s consent shall not be required with respect to covenants (including any financial maintenance covenant added for the benefit of lenders providing such Credit Agreement Refinancing Indebtedness) and other provisions so long as such covenants or other provisions are also added for the benefit of the Lenders of all then outstanding Loans); and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment payment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments, as applicable, shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest Term Loan Maturity Date in effect at the time of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt refinancing or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value, if applicable) greater than the principal amount (or accreted value, if applicable) of the Loans being refinanced plus accrued interest (excluding accrued interestincluding, without duplication, interest paid-in-kind), fees and premiums (if any) thereon payable by the terms of the Indebtedness being refinanced and reasonable fees and expenses (including upfront fees, discountsoriginal issue discount and initial yield payments) associated with such refinancing and the aggregate unused Specified Refinancing Revolving Credit Commitments shall not exceed the unused Revolving Credit Commitments being replaced (it being agreed that, premiums for purposes of assessing whether the foregoing limit on principal amount has been observed, any Indebtedness contemporaneously incurred pursuant to and in accordance with available baskets set forth in Section 7.03 (other than the basket pursuant to which such Specified Refinancing Debt is being incurred) shall be disregarded, even if such Indebtedness is of the same tranche or expensesseries of such Specified Refinancing Debt).. Any Specified Refinancing Loans may participate on a pro rata basis or on a less than pro rata basis (but, except as otherwise expressly permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Loans under Section 2.05(b)(i), (ii) or (iii) (other than pursuant to Section 2.05(b)(iii)(x)), as specified in the applicable Refinancing Amendment. It is understood that the Administrative Agent shall have the right to consent (such consent not to be unreasonably withheld or delayed) to any Additional Lender providing such Specified Refinancing Debt if such consent would be required under Section 10.07 for an assignment of Loans or Commitments to such Person. 95

Specified Refinancing Debt. (a) The Borrowers may from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of 115 Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person have obligors or contingent obligors that is were not a Subsidiary Loan Partyobligors or contingent obligors (or that would not have been required to become obligors or contingent obligors) in respect of the Credit Facilities; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements a Market Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof and for the avoidance of doubt, Section 2.20(d)(vi) shall not apply; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are either (x) substantially identical similar to, or less favorable, (when taken as a whole, ) no more favorable to the lenders providing such Specified Refinancing Debt than, those applicable to the Loans or commitments being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such refinancing) or (y) reflective of market terms and conditions at the time of incurrence thereof, in each case, as determined in good faith by the Parent Borrower (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such refinancing); provided that a certificate of a Responsible Officer of the Parent Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of material terms and conditions of such Specified Refinancing Debt or drafts of the Credit Facilities and Loans being refinanced (as reasonably determined by documentation related thereto, stating that the Parent Borrower has determined in good faithfaith that such terms and conditions satisfy the foregoing requirement in this clause (viii) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Administrative Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial 116 or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans and Revolving Commitments being refinanced (excluding accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expenses).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new revolving loan facilities, the “Specified Refinancing Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (including by extending the maturity) (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and [reserved], (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this AgreementAgreement or (iii) all or any portion of any Commitment Increase incurred under Section 2.16, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have any Subsidiary as an obligor other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or Guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent and, if the Specified Refinancing Agent is not the Administrative Agent, the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced[reserved]; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans)[reserved]; (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.052.03) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)Tranches; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing (including, for the avoidance of doubt, any “most favored nation” pricing provision), interest rate margins, rate floors, discounts, fees, premiums, prepayment premiums and redemption provisions) and optional prepayment and redemption terms) that are substantially identical tocustomary for similar credit facilities in light of then-prevailing market conditions at the time of incurrence or issuance (as determined by the Borrower in good faith), or less favorableprovided that, when taken as at the Borrower’s option, delivery of a whole, certificate of a Responsible Officer of the Borrower to the lenders providing Specified Refinancing Agent in good faith at least three Business Days (or such shorter period as may be agreed by the Specified Refinancing Agent) prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Debt thanor drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (a), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrower of its objection during such three Business Day period (including a reasonable description of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faithbasis upon which it objects); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Loans, a corresponding amount of Commitments shall be permanently reduced), in each case pursuant to Section 2.08 Sections 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are incorporated into this Agreement (or any other applicable Loan Document) for the benefit of any of all existing Lenders (to the Loans (and Commitments) that remain outstanding after giving effect extent applicable to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full Lender) without further amendment requirements and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent. For the avoidance of doubt, any allocations of Specified Refinancing Debt shall be made at the Borrower’s sole discretion, and the Borrower will not be obligated to allocate any Specified Refinancing Debt to any Lender.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”, collectively, the “Specified Refinancing Debt”) pursuant to procedures reasonably specified by agreed between the Administrative Agent Borrower and reasonably acceptable to the Borrowersagent under such Specified Refinancing Debt (such Person, to the “Specified Refinancing Agent”) refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as with the other Loans and Commitments hereunder; (ii) will not be guaranteed Incurred or Guaranteed by any Person Subsidiary of the Borrower that is not the Borrower or a Subsidiary Guarantor under the Initial Term Loan PartyFacility or the Revolving Credit Facility; (iii) will if secured, shall not be (x) unsecured or (y) secured by the assets of Loan Parties and their Restricted Subsidiaries that does not constitute Collateral on and shall be subject to a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent)Market Intercreditor Agreement; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) except with respect to Extendable Bridge Loans, (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).Weighted Average Life

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: Debt (i) will rank pari passu in right of payment and security as the other Loans and Commitments hereunder; , (ii) will shall not be guaranteed by an obligation of, or otherwise Guaranteed by, any Person Subsidiary that is not a Subsidiary Loan Party; , (iii) will be (x) unsecured mature on or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date ofafter, and will shall not have a weighted average life to maturity that is not shorter less than the remaining weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (viiCommitments, if applicable) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoingrefinanced thereby, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than excluding pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when no more favorable (taken as a whole, ) to the lenders Lenders providing such Specified Refinancing Debt than, those applicable to the Loans or Commitments being refinanced thereby; provided that, the applicable Lenders may (x) agree to yield protection terms that are less favorable (but not more favorable) than the terms and conditions applicable to the other Classes of the Credit Facilities and Loans being refinanced and/or Commitments, (as reasonably determined by the Parent Borrower y) agree to participate on a less than (but not greater than) pro rata basis in good faith); respect of any prepayments or repayments of Loans under this Agreement and (ixz) in the Net Cash Proceeds case of such Specified Refinancing Debt shall consisting of Term Loans, agree to different initial Interest Periods and (v) will be appliedused, substantially concurrently with the incurrence thereof, to solely for the pro rata prepayment payment of the outstanding Class of Loans being so refinancedrefinanced (and, in each the case pursuant to Section 2.08 and 2.11of Revolving Loans, as applicablea corresponding amount of the applicable Revolving Credit Commitments shall be permanently reduced); provided, however, that such Specified Refinancing Debt (xA) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (yB) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)refinanced.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment”) pursuant to procedures reasonably specified by agreed between the Administrative Agent Borrower and reasonably acceptable to the Borrowersagent under such Specified Refinancing Debt (such Person, to the “Specified Refinancing Agent”) refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as with the other Loans and Commitments hereunder; (ii) will not be guaranteed Incurred or Guaranteed by any Person Subsidiary of the Borrower that is not the Borrower or a Subsidiary Guarantor under the Initial Term Loan PartyFacility; (iii) will if secured, shall not be (x) unsecured or (y) secured by the assets of Loan Parties and their Restricted Subsidiaries that does not constitute Collateral on and shall be subject to a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent)Market Intercreditor Agreement; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) except with respect to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Permitted Earlier Maturity Date of the Revolving Commitment being refinanced Debt and (y) to the extent constituting term loan facilitiesExtendable Bridge Loans, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall may share ratably (x) on a greater than pro rata basis, pro rata basis or less than pro rata basis with voluntary prepayments or repayments in any prepayments respect of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes Term Loan Tranches and (y) on a pro rata basis or less than pro rata basis (but not greater than pro rata basis (except with respect to any prepayments made with Refinancing Indebtedness) with mandatory prepayments or repayments in respect of the then outstanding Term Loans other than Specified Refinancing Term Loans)Loan Tranches; (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 shall not have a principal or 2.05) shall be allocated pro rata among commitment amount greater than the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower plus any Incremental Amounts Incurred in good faithconnection therewith); and (ixviii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence Incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 Sections 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith. The Borrower may elect whether to approach any existing Lenders to provide such Specified Refinancing Debt; providedprovided that any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, howeverin its sole discretion, that to provide such Specified Refinancing Debt. The Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.17 will be deemed to include any then outstanding Additional Term Loans) and (ii) all or any portion but not less than all of any Class of the Revolving Credit Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (iA) will rank pari passu or junior in right of payment as and in respect of lien priority with the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (ivB) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof, so long as the prepayment terms and prepayment events are no more restrictive than those applicable to the Loans and Commitments being refinanced; (vC) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is not prior to the maturity date of Revolving Maturity Date of the Credit Loans (or unused Revolving Commitment Credit Commitments) being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ixD) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans or permanent reduction of Revolving Credit Commitments being so refinanced, in each case pursuant to Section 2.08 2.5 and 2.112.6, as applicable; provided, howeverfurther, that the terms and conditions applicable to such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among between the Parent Borrower and the lenders Lenders thereof and applicable only during periods after (1) the Latest latest Maturity Date of any in respect of the Loans (and Commitments) Facilities that remain outstanding after giving is in effect to on the date such Specified Refinancing Debt is issued, incurred or the date on which obtained or (2) all non-refinanced Obligations are Facilities other than such Specified Refinancing Debt shall have been paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)full.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (including by extending the maturity) (i) all or any portion of any Class of Term Loans Tranches then outstanding under this Agreement and or (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect Commitment Increase or New Facility incurred under this AgreementSection 2.14, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as with or junior in right of payment to the other Loans Obligations; provided that, in the case of any such Specified Refinancing Debt that ranks junior in right of payment to the Obligations, the lenders thereunder or the agent for the lenders thereunder shall enter into customary subordination documentation that is reasonably satisfactory to the Administrative Agent and Commitments hereunderthe Borrower; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will may be (x) unsecured or (y) secured by all or any portion of the Collateral either on an “equal and ratable” basis with the Obligations or on a “junior” basis to the Obligations) or be unsecured; provided that, in the case of any Specified Refinancing Debt that is secured by all or any portion of the Collateral, the lenders thereunder or the agent for the lenders thereunder shall enter into intercreditor arrangements with the Administrative Agent that are reasonably satisfactory to the Administrative Agent (provided that, for purposes of the foregoing, in the case of any Specified Refinancing Debt that is secured on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably Facilities, the First Lien/Second Lien Intercreditor Agreement shall be deemed satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).thereof;‌

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment”) pursuant to procedures reasonably specified by agreed between the Administrative Agent Borrower and reasonably acceptable to the Borrowersagent under such Specified Refinancing Debt (such Person, to the “Specified Refinancing Agent”) refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as with the other Loans and Commitments hereunder; (ii) will not be guaranteed Incurred or Guaranteed by any Person Subsidiary of the Borrower that is not the Borrower or a Subsidiary Guarantor under the Initial Term Loan PartyFacility or the 2022 Incremental Term Loan Facility; (iii) will if secured, shall not be (x) unsecured or (y) secured by the assets of Loan Parties and their Restricted Subsidiaries that does not constitute Collateral on and shall be subject to a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent)Market Intercreditor Agreement; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) except with respect to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Permitted Earlier Maturity Date of the Revolving Commitment being refinanced Debt and (y) to the extent constituting term loan facilitiesExtendable Bridge Loans, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall may share ratably (x) on a greater than pro rata basis, pro rata basis or less than pro rata basis with voluntary prepayments or repayments in any prepayments respect of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes Term Loan Tranches and (y) on a pro rata basis or less than pro rata basis (but not greater than pro rata basis (except with respect to any prepayments made with Refinancing Indebtedness) with mandatory prepayments or repayments in respect of the then outstanding Term Loans other than Specified Refinancing Term Loans)Loan Tranches; (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 shall not have a principal or 2.05) shall be allocated pro rata among commitment amount greater than the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower plus any Incremental Amounts Incurred in good faithconnection therewith); and (ixviii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence Incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 Sections 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith. The Borrower may elect whether to approach any existing Lenders to provide such Specified Refinancing Debt; providedprovided that any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, howeverin its sole discretion, that to provide such Specified Refinancing Debt. The Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)Agent.

Specified Refinancing Debt. (a) The Borrowers may may, from time to time, and in addition to any Facilities Increase, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower Representative, to refinance (i) all or any portion of any Class of the Tranche A Term Loans or Tranche B Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of the Dollar Revolving Loans (and the or unused Dollar Revolving Commitments with respect to such Class of Credit Commitments) or Multicurrency Revolving LoansLoans (or unused Multicurrency Revolving Credit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as and of security with the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower Representative and the applicable Lenders thereof; (viii) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is not prior to the Revolving Credit Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiiv) subject to clauses (ivii) and (viii) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced refinanced; (as reasonably determined by the Parent Borrower in good faith); and (ixv) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans or permanent reduction of Revolving Credit Commitments being so refinanced, in each case pursuant to Section 2.08 2.06 (Prepayments) and 2.11Section 2.07 (Reduction or Termination of Revolving Credit Commitments), as applicable; provided(vi) shall not have a greater principal amount than the principal amount of the refinanced Tranche A Term Loans, howeverTranche B Term Loans, that Dollar Revolving Loans and/or Multicurrency Revolving Loans, as applicable, plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing, and (vii) the aggregate unused revolving commitments under such Specified Refinancing Debt (x) shall not exceed the unused Dollar Revolving Credit Commitments and/or Multicurrency Revolving Credit Commitments, as applicable, being replaced; provided, further, that, except as described above, the terms and conditions applicable to such Specified Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed among between the Parent Borrower Representative and the lenders Lenders thereof and applicable only during periods after the Latest latest Maturity Date of any in respect of the Loans (and Commitments) Facilities that remain outstanding after giving is in effect to on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)full.

Specified Refinancing Debt. (a) The Borrowers may on a joint and several basis, from time to timetime after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Credit Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed Guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower Borrowers and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) other than in the case of Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is after the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section Sections 2.03 and 2.04) and participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)Tranches; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower Representative in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Parent Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Parent Borrower); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Borrowers and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving in effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as and of security with the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory subject to the Administrative Agentlast sentence of this clause (a); (iv) , will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (viii) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiiv) subject to clauses (ivii) and (viii) above, will have terms and conditions (other than pricing and optional prepayment and redemption termstaken as a whole) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith)refinanced; and (ixv) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedTerm Loans, in each case pursuant to Section 2.08 and 2.112.05, as applicable; provided, however, provided further that the terms and conditions applicable to such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among between the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest Maturity Date of any latest maturity date in respect of the Loans (and Commitments) Facilities that remain outstanding after giving is in effect to on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)full.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as and of security with the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory subject to the Administrative Agentlast sentence of this clause (a); (iv) , will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (viii) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiiv) subject to clauses (ivii) and (viii) above, will have terms and conditions (other than pricing and optional prepayment and redemption termstaken as a whole) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith)refinanced; and (ixv) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedTerm Loans, in each case pursuant to Section 2.08 and 2.112.05, as applicable; provided, however, provided further that the terms and conditions applicable to such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among between the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest latest Maturity Date of any in respect of the Loans (and Commitments) Facilities that remain outstanding after giving is in effect to on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Obligations are paid in full full. If at any time any Specified Refinancing Debt becomes effective, there is other Specified Refinancing Debt then outstanding from a prior Incurrence of Specified Refinancing Debt (any such prior Specified Refinancing Debt, “Prior Specified Refinancing Debt”), then if the “effective interest rate” (which, for this purpose, shall be reasonably determined by the Administrative Agent and shall take into account any interest rate floors or similar devices and be deemed to include (without duplication) all fees, including up front or similar fees or original issue discount (amortized over the shorter of (x) the life of such new Specified Refinancing Debt and (y) the four years following the date of the Incurrence of such new Specified Refinancing Debt) in respect of the new Specified Refinancing Debt shall at any time (over the life of the Prior Specified Refinancing Debt) exceed by more than 50 basis points the “effective interest rate” applicable to Prior Specified Refinancing Debt (determined on the same basis as provided in the first parenthetical in this sentence), then the Applicable Rate applicable to the Prior Specified Refinancing Debt shall be increased to the extent necessary so that at all times thereafter, the “effective interest rate” applicable to the Prior Specified Refinancing Debt is not have a principal or commitment amount (or accreted value) greater less than 50 basis points lower than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)“effective interest rate” applicable to the new Specified Refinancing Debt.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment”) pursuant to procedures reasonably specified by agreed between the Administrative Agent Borrower and reasonably acceptable to the Borrowersagent under such Specified Refinancing Debt (such Person, to the “Specified Refinancing Agent”) refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as with the other Loans and Commitments hereunder; (ii) will not be guaranteed Incurred or Guaranteed by any Person Subsidiary of the Borrower that is not the Borrower or a Subsidiary Guarantor under the Initial2023 Term Loan PartyFacility or the 2022 Incremental Term Loan Facility; (iii) will if secured, shall not be (x) unsecured or (y) secured by the assets of Loan Parties and their Restricted Subsidiaries that does not constitute Collateral on and shall be subject to a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent)Market Intercreditor Agreement; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) except with respect to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Permitted Earlier Maturity Date of the Revolving Commitment being refinanced Debt and (y) to the extent constituting term loan facilitiesExtendable Bridge Loans, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall may share ratably (x) on a greater than pro rata basis, pro rata basis or less than pro rata basis with voluntary prepayments or repayments in any prepayments respect of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes Term Loan Tranches and (y) on a pro rata basis or less than pro rata basis (but not greater than pro rata basis (except with respect to any prepayments made with Refinancing Indebtedness) with mandatory prepayments or repayments in respect of the then outstanding Term Loans other than Specified Refinancing Term Loans)Loan Tranches; (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 shall not have a principal or 2.05) shall be allocated pro rata among commitment amount greater than the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower plus any Incremental Amounts Incurred in good faithconnection therewith); and (ixviii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence Incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 Sections 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith. The Borrower may elect whether to approach any existing Lenders to provide such Specified Refinancing Debt; providedprovided that any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, howeverin its sole discretion, that to provide such Specified Refinancing Debt. The Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.20 will be deemed to include any then outstanding New Term Loans) and (ii) all or any portion of any Class of the Revolving Credit Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as and of security with the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (viii) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is not prior to the maturity date of Revolving Maturity Date of the Credit Loans (or unused Revolving Commitment Credit Commitments) being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiiv) subject to clauses (ivii) and (viii) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith)refinanced; and (ixv) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans or permanent reduction of Revolving Credit Commitments being so refinanced, in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable; provided, however, provided further that the terms and conditions applicable to such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among between the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest latest Maturity Date of any in respect of the Loans (and Commitments) Facilities that remain outstanding after giving is in effect to on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)full.

Specified Refinancing Debt. (axii) The Borrowers may Borrower may, from time to time, and subject to the consent of the Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Tranche B Loans, Tranche B2 Loans, Tranche B3 Loans or Term Loans Advances then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Loans Advances and Commitments hereunder; (ii) will shall not be guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will shall be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an equal and ratable basis with the Obligations (in each case or on a second-lien basis pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders lenders thereof; (vv)(w) (x) to the extent constituting revolving credit facilities, will not have a maturity date (if refinancing all or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date any portion of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will Tranche B Loans shall have a maturity date that is not prior to the date that is the scheduled maturity date ofTranche B Maturity Date, and will shall have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to Maturity of the Tranche B Loans being refinanced, (v)(x) if refinancing all or any portion of the Term Advances shall have a maturity ofdate that is not prior to the scheduled Term Loan Maturity Date, and shall have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Term Advances being refinanced, (v)(y) if refinancing all or any portion of the Tranche B2 Loans shall have a maturity date that is not prior to the scheduled Tranche B2 Maturity Date, and shall have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Tranche B2 Loans being refinanced or (v)(z) if refinancing all or any portion of the Tranche B3 Loans shall have a maturity date that is not prior to the scheduled Tranche B3 Maturity Date, and shall have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of the Tranche B3 Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than pricing and optional prepayment and redemption termspricing) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans Tranche B Loans, Tranche B2 Loans, Tranche B3 Loans, Term Advances, as applicable, being refinanced (as reasonably determined by unless such terms are acceptable to the Parent Borrower in good faithAgent); and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).106

Specified Refinancing Debt. (a) The Borrowers may may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrowers, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the Borrowers, to refinance (including by extending the maturity) (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and Agreement, (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this AgreementAgreement or (iii) all or any portion of any Revolving Credit Commitment Increase, Term Commitment Increase, New Term Facility or New Revolving Facility incurred under Section 2.14, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right may not have obligors or Liens that are more extensive than those which applied to the Indebtedness being refinanced (it being understood that the roles of payment such obligors as the other Loans and Commitments hereundera borrower or a guarantor with respect to such obligations may be interchanged); (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured if secured by a lien on all or any portion of the Collateral, shall not be secured by any assets of any Loan Party other than assets that constitute Collateral (provided that, for the avoidance of doubt, so long as such Indebtedness is not secured by a lien on all or any portion of the Collateral, it may be secured by a lien on assets of Loan Parties that do not constitute Collateral to the extent not prohibited by this Agreement), and (y) at the option of the Borrowers, shall be secured by a lien on the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory Initial Term Loans, secured by a lien on the Collateral on a junior basis to the Administrative AgentInitial Term Loans, secured by a Lien on assets not constituting Collateral or unsecured; provided that, if such Specified Refinancing Debt is secured by a lien on all or any portion of the Collateral, such Specified Refinancing Debt shall be subject to Applicable Intercreditor Arrangements); (iii) [reserved]; (iv) will [reserved]; (v) shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower Borrowers and the applicable Lenders thereof; (vvi) (x) to the extent constituting revolving credit facilities, will shall not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will shall have a maturity date that is not prior to the date that is the scheduled maturity date Latest Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life remaining Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; provided that Extendable Bridge Loans/Interim Debt and amounts not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket may have a maturity date that is earlier than the Latest Maturity Date of the Term Loans being refinanced and, with respect to Extendable Bridge Loans/Interim Debt and amounts not in excess of the maximum aggregate principal amount then permitted to be incurred in reliance on the Inside Maturity Basket, the Weighted Average Life to Maturity thereof may be shorter than the remaining Weighted Average Life to Maturity of the Term Loans being refinanced; (vivii) any in the case of Specified Refinancing Term Loans Loans, shall share ratably in any mandatory prepayments of the then outstanding Initial Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Initial Term Loans other than the Specified Refinancing Term Loans); (viiviii) in the case of Specified Refinancing Revolving Credit Commitments, shall provide that each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.04 or 2.052.03) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)Tranches; (viiix) subject to clauses (ivv) and (vvi) above, will shall have terms covenants and conditions events of default (other than pricing and excluding pricing, rate floors, discounts, fees, optional prepayment and redemption terms) that are substantially identical to143 are, or less favorable, when taken as a whole, are determined by the Borrowers to either (A) not be more restrictive to the lenders providing Borrower Parties than those applicable to the Initial Term Loans (taken as a whole) (except for (x) covenants and events of default applicable only to periods after the Maturity Date of the Initial Term Loans and existing at the time of incurrence or issuance of such Specified Refinancing Debt than, and (y) any financial maintenance covenant not solely applicable to the terms and conditions Revolving Credit Facility to the extent such covenant is also added for the benefit of the Credit Facilities and Loans being refinanced Lenders holding the Initial Term Loans, without further Lender approval or voting requirement) or (B) otherwise are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance (as reasonably determined by the Parent Borrower in good faith); provided that, at the Borrowers’ option, delivery of a certificate of a Responsible Officer of the Parent Borrower to the Specified Refinancing Agent in good faith at least three Business Days (or such shorter period as may be agreed by the Specified Refinancing Agent) prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Debt or drafts of the documentation relating thereto, stating that the Borrowers have determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (ixa), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrowers of its objection during such three Business Day (or shorter) period (including a reasonable description of the basis upon which it objects)); and the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (or less than the pro rata prepayment of outstanding Loans made by any Term Lenders or the Revolving Credit Lenders, as applicable, that will be lenders of the Specified Refinancing Debt, as approved by such Term Lenders or the Revolving Credit Lenders, as applicable; provided that in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interestplus an amount equal to Refinancing Expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, feesin its sole discretion, discountsto provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, premiums and subject to the approval of the Administrative Agent and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments, the Borrowers may also invite additional Eligible Assignees or expenses)other Persons to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent. For the avoidance of doubt, any allocations of Specified Refinancing Debt shall be made at the Borrowers sole discretion, and the Borrowers will not be obligated to allocate any Specified Refinancing Debt to any Lender.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class Tranche of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed Guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will be (x) unsecured or (y) secured only by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory and shall be subject to the Administrative Agent); ABL/Term Loan Intercreditor Agreement or an Other Intercreditor Agreement, including a Junior Priority Intercreditor Agreement as applicable (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Tranche of Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional and mandatory prepayment and redemption termsprovisions) that are substantially identical to, or less favorable, when taken as a whole, whole to the lenders Lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced Refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive); and (ixvi) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 Sections 2.05 and 2.112.06, as applicable; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Representative and the lenders Lenders thereof and applicable only during periods after the Latest Maturity Date latest maturity date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or and expenses).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class Tranche of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class Tranche of Revolving Credit Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed Guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will be (x) unsecured or (y) secured only by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory and shall be subject to the Administrative Agent)Intercreditor Agreement or an Other Intercreditor Agreement, as applicable; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is not prior to the Revolving scheduled Maturity Date of the Tranche of Revolving Commitment Credit Commitments being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Tranche of Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional and prepayment and redemption termsprovisions) that (i) are substantially identical to, or less favorable, when taken as a whole, whole to the lenders Lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced Refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive) or (ii) reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith); provided that if any financial maintenance covenant is added for the benefit of any Specified Refinancing Debt, such provisions shall also be applicable to the Initial Revolving Credit Facility mutatis mutandis under Section 7.11 (except to the extent such financial maintenance covenant applies only to periods after the latest final scheduled maturity date of the Initial Revolving Credit Facility); and (ixvi) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 Sections 2.05 and 2.112.06, as applicable; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Representative and the lenders Lenders thereof and applicable only during periods after the Latest Maturity Date latest maturity date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or and expenses).

Specified Refinancing Debt. (a) The To the extent permitted under the Transaction Agreement, the Borrowers may from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person have obligors or contingent obligors that is were not a Subsidiary Loan Partyobligors or contingent obligors (or that would not have been required to become obligors or contingent obligors) in respect of the Credit Facilities; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements a Market Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof and for the avoidance of doubt, Section 2.20(d)(vi) shall not apply; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are either (x) substantially identical similar to, or less favorable, (when taken as a whole, ) no more favorable to the lenders providing such Specified Refinancing Debt than, those applicable to the Loans or commitments being refinanced (except for covenants or other provisions applicable only to periods after the latest final maturity date of the relevant Loans or commitments existing at the time of such refinancing) or (y) reflective of market terms and conditions at the time of incurrence thereof, in each case, as determined in good faith by the Parent (except for covenants or other provisions applicable only to periods after the latest final maturity date of the relevant Loans or commitments existing at the time of such refinancing); provided that a certificate of a Responsible Officer of the Parent delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of material terms and conditions of such Specified Refinancing Debt or drafts of the Credit Facilities and Loans being refinanced (as reasonably determined by documentation related thereto, stating that the Parent Borrower has determined in good faithfaith that such terms and conditions satisfy the foregoing requirement in this clause (viii) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Administrative Agent notifies the Parent within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and Section 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expenses).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.19 will be deemed to include any then outstanding New Term Loans) and (ii) all or any portion of any Class of the Revolving Credit Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as and of security with the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (viii) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is not prior to the maturity date of Revolving Maturity Date of the Credit Loans (or unused Revolving Commitment Credit Commitments) being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life to maturity ofthan, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiiv) subject to clauses (ivii) and (viii) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith)refinanced; and (ixv) the Net Cash Proceeds proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans or permanent reduction of Revolving Credit Commitments being so refinanced, in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable; provided, howeverhowever that, if the all-in yield (whether in the form of interest rate margins, original issue discount, upfront fees, or Eurodollar Rate or Base Rate floors (but not arrangement or underwriting fees paid to arrangers for their own account), assuming, in the case of original issue discount and upfront fees, four-year life to maturity) applicable to any new term loan facility or new revolving credit facility entered into pursuant hereto which has a maturity date that is within 24 months of the Maturity Date of the Term Facility or the Revolving Facility, respectively, is more than 100 basis points higher than the corresponding all-in yield (giving effect to interest rate margins, original issue discount, upfront fees and Eurodollar Rate and Base Rate floors) of the existing Term Facility or Revolving Credit Facility, as applicable, then the all-in yield with respect to the existing Term Facility or Revolving Credit Facility, as applicable, shall be increased by an amount equal to the difference between the all-in yield with respect to such increase and the corresponding all-in yield on the existing Term Facility or Revolving Credit Facility, minus, 100 basis points, as applicable; provided further that the terms and conditions applicable to such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest latest Maturity Date of any in respect of the Loans (and Commitments) Facilities that remain outstanding after giving is in effect to on the date such Specified Refinancing Debt is issued, incurred or obtained or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)full.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class Tranche of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) if secured, will not be secured by any Lien on any asset of any Loan Party that does not also secure the Loans (other than with respect to Permitted Escrow Funds in respect of any such Specified Refinancing Debt that is subject to a Permitted Escrow Arrangement (but only for so long as such Specified Refinancing Debt is subject to such Permitted Escrow Arrangement)) and, if such Specified Refinancing Debt is secured, will be subject to the Intercreditor Agreement or an Other Intercreditor Agreement; (iii) will not be guaranteed by any Person that is not a Guarantor (it being understood that the primary obligation of an Escrow Borrower shall not constitute a guarantee by a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on that is not a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative AgentGuarantor); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Tranche of Term Loans being refinanced (other than an earlier maturity date and/or shorter Weighted Average Life to Maturity (x) for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter Weighted Average Life to Maturity than the Maturity Date of the Term Loans being refinanced or the Weighted Average Life to Maturity of the Term Loans being refinanced; , as applicable, or (viy) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, Permitted Escrow Arrangement with respect to the lenders providing proceeds of such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (but only for so long as reasonably determined by the Parent Borrower in good faithsuch Specified Refinancing Debt is subject to such Permitted Escrow Arrangement)); and (ixv) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 Sections 2.05 and 2.112.06, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans or, if greater, the Commitments being refinanced (excluding accrued plus the amount of interest, feespremium, discounts, premiums or expenses)defeasance and discharge costs and fees and expenses Incurred in connection with such refinancing.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Credit Loans (and the unused Revolving Credit Commitments with respect to such Class of Revolving Credit Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three two Classes of revolving commitments Revolving Credit Commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Loans Obligations and Commitments hereunder; (ii) will not be guaranteed by any Person have obligors or contingent obligors that is were not a Subsidiary Loan Partyobligors or contingent obligors in respect of the Facilities; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case or on a junior lien basis pursuant to customary intercreditor arrangements a Market Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent); (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof (and for the avoidance of doubt, clause (1)(B) of the proviso to Section 2.23(b) shall not apply); (v) (xv)(x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Credit Facility Maturity Date of the Revolving Credit Commitment being refinanced and (y) to the extent constituting term loan facilitiesTerm Facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.10(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.04 or 2.052.03) shall be allocated pro rata among the Classes of Revolving Credit Commitments (it being agreed that that, notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving credit facilities); (viiviii) subject to clauses (iv), (v) and (vvi) above, will have terms and conditions (other than pricing and optional prepayment and optional redemption terms) that are either (x) substantially identical similar to, or less favorable, (when taken as a whole, ) no more favorable to the lenders providing such Specified Refinancing Debt than, those applicable to the Loans or Commitments being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) or (y) customary for similar types of Indebtedness in light of then-prevailing market conditions; provided that a certificate of a Responsible Officer of the Borrower delivered to the Agent at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of material terms and conditions of such Specified Refinancing Debt or drafts of the Credit Facilities and Loans being refinanced (as reasonably documentation related thereto, stating that the Borrower has determined by the Parent Borrower in good faithfaith that such terms and conditions satisfy the foregoing requirement in this clause (viii) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 2.05 and 2.112.10, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (including by extending the maturity) (i) all or any portion of any Class of Term Loans Tranches then outstanding under this Agreement and or (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect Commitment Increase or New Facility incurred under this AgreementSection 2.14, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as with or junior in right of payment to the other Loans Obligations; provided that, in the case of any such Specified Refinancing Debt that ranks junior in right of payment to the Obligations, the lenders thereunder or the agent for the lenders thereunder shall enter into customary subordination documentation that is reasonably satisfactory to the Administrative Agent and Commitments hereunderthe Borrower; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will may be (x) unsecured or (y) secured by all or any portion of the Collateral either on an “equal and ratable” basis with the Obligations or on a “junior” basis to the Obligations) or be unsecured; provided that, in the case of any Specified Refinancing Debt that is secured by all or any portion of the Collateral, the lenders thereunder or the agent for the lenders thereunder shall enter into intercreditor arrangements with the Administrative Agent that are reasonably satisfactory to the Administrative Agent (provided that, for purposes of the foregoing, in the case of any Specified Refinancing Debt that is secured on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably Facilities, the First Lien/Second Lien Intercreditor Agreement shall be deemed satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Loans being refinanced; provided, that Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence may have a maturity date earlier than the Latest Maturity Date of all then outstanding Loans and, with respect to Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Loans; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)[reserved]; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorableto or, when taken as a whole, less favorable to the Lenders that will be lenders providing of the Specified Refinancing Debt than those applicable to the Tranches being refinanced (as determined by Borrower in good faith), except for covenants or other provisions (i) applicable only after the Latest Maturity Date, (ii) (if favorable to the existing Lenders) as may be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders (to the extent applicable to such Lender) without further amendment voting requirements and (iii) that reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith) (it being understood that no Specified Refinancing Debt in the form of term loans shall include any financial maintenance covenants) (provided that, at Borrower’s option, delivery of a certificate of a Responsible Officer of Borrower to the Specified Refinancing Agent in good faith at least five (5) Business Days (or such shorter period as may be agreed by the Specified Refinancing Agent) prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Debt thanor drafts of the documentation relating thereto, the stating that Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (a), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrower of its objection during such five (5) Business Day period (including a reasonable description of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faithbasis upon which it objects); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11refinanced (or less than the pro rata prepayment of outstanding Loans made by any Lenders that will be lenders of the Specified Refinancing Debt, as applicableapproved by such Lenders; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of any of all existing Lenders (to the Loans (and Commitments) that remain outstanding after giving effect extent applicable to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full Lender) without further amendment voting requirements and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent, the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent. For the avoidance of doubt, any allocations of Specified Refinancing Debt shall be made at the Borrower’s sole discretion, and the Borrower will not be obligated to allocate any Specified Refinancing Debt to any Lender.

Specified Refinancing Debt. (a) The Borrowers may i)The Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (including by extending the maturity) (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and Agreement, (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this AgreementAgreement or (iii) all or any portion of any Revolving Credit Commitment Increase, Term Commitment Increase, New Term Facility or New Revolving Facility incurred under Section 2.14, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the applicable Obligations or on a “junior” basis to the Liens on the Collateral securing the applicable Obligations (and on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).Second Lien

Specified Refinancing Debt. (a) The Borrowers may on a joint and several basis, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, after consultation with the Administrative Agent Agent, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as borrowers or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent and, if the Specified Refinancing Agent is not the Administrative Agent, the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower Borrowers and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is after the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; provided that Extendable Bridge Loans and Specified New Term Loans may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans and Specified New Term Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section Sections 2.03 and 2.04) and participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)Tranches; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower Representative in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Lux Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Lux Borrower); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Borrowers and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving in effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent, each L/C Issuer and the Swing Line Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), in the case of Specified Refinancing Revolving Credit Commitments, the Borrowers may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person that is not an Affiliate of the Borrower selected and appointed by the Borrower, after consultation with the Administrative Agent and reasonably acceptable to Agent, as agent under such Specified Refinancing Debt (such Person (who may be the BorrowersAdministrative Agent, if it so agrees), the “Specified Refinancing Agent”), to refinance (including by extending the maturity thereof) (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case case, to the extent documented in a separate agreement than this agreement, pursuant to customary intercreditor arrangements reasonably satisfactory an applicable Intercreditor Agreement) but if unsecured or secured on a “junior” basis to the Administrative Agent)Liens securing the Obligations, such Specified Refinancing Debt shall be documented in a separate agreement than this Agreement; (iv) will have such pricing pricing, interest rate margins, rate floors, discounts, fees, premiums and optional prepayment or redemption terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life then remaining Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; provided, that with respect to the foregoing clause (y), (1) Extendable Bridge Loans may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, and (2) any such term loan facilities that are unsecured or are secured on a “junior” basis to the Liens securing the Obligations shall have a maturity that is not prior to the date that is 91 days after the Latest Maturity Date of all then outstanding Term Loans; (vi) any Specified Refinancing Term Loans shall share ratably or less than ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans)2.05; (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)[reserved]; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing (including, for the avoidance of doubt, any “most favored nation” pricing provision), interest rate margins, rate floors, discounts, fees, premiums and optional prepayment and redemption terms) that are substantially identical to, or less no more favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement), in each case, except for terms and conditions only applicable to periods after the Latest Maturity Date; and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 and 2.112.05(b)(iii) or Section 2.06(b)(ii), as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of any of all existing Lenders (to the Loans (and Commitments) that remain outstanding after giving effect extent applicable to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full Lender) without further amendment requirements and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. Subject to the consent of the Administrative Agent and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld, conditioned or delayed), the Borrower may invite any Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt (which to the extent not then a Lender, shall become a Lender pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, and subject to the written consent of the Administrative Agent (which consent shall not be unreasonably conditioned, delayed or withheld), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities that are provided by any Lender or any Additional Lender (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers), to refinance (i) all or any portion of any Class Tranche of Term Loans then outstanding under this Agreement and (ii) all which for purposes of this Section 2.25 will be deemed to include any then outstanding Specified Refinancing Debt, Incremental Term Facilities, Extended Term Loans or any portion other Tranches of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement), in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu or junior in right of payment and of security as the other Loans and Commitments hereunder; (ii) will not be guaranteed borrowed and will not be Guaranteed by any Person person that is not the Borrower or a Subsidiary Loan Party, respectively; (iii) will be (x) unsecured or (y) secured by only some or all of the Collateral on a pari passu or junior basis with the Loan Obligations (in each case pursuant and, if secured, shall be subject to customary an intercreditor arrangements agreement reasonably satisfactory to the Administrative Agent)Agent and the Borrower; (iviv)(A) will have such pricing and optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof and/or (B) provide for the payment of additional fees and/or premiums to the Lenders providing such Specified Refinancing Debt in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Tranche of Term Loans being refinancedRefinanced (calculated disregarding the effects of any prepayments or amortization); (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing pricing, interest rate margins, rate floors, discounts, fees, premiums and optional prepayment and or redemption termsprovisions) that are substantially identical to, or less favorableare, when taken as a whole, not materially more favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive) or otherwise reasonably satisfactory to the Administrative Agent (it being understood that to the extent that any financial maintenance covenant is added for the benefit of any Specified Refinancing Debt, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any existing Tranche of Term Loans); and (ixvii) the Net Cash Proceeds net cash proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment payment of outstanding Loans of the applicable Tranche being so refinanced, in each case pursuant to Section 2.08 2.11; (viii) for purposes of mandatory prepayments, (A) any Specified Refinancing Debt that will rank pari passu in right of payment and 2.11of security as the other Loans and Commitments hereunder shall be treated substantially the same as (and in any event no more favorably than) the Tranche of Term Loans being Refinanced (as reasonably determined by the Borrower in good faith, which determination shall be conclusive) and (B) any Specified Refinancing Debt that will rank junior in right of payment and of security as applicablethe other Loans and Commitments shall not provide for any mandatory prepayments prior to the prepayment in full of the Term Loans; and (ix) if the Term Loans being refinanced were (A) contractually subordinated to any then existing Tranche of Term Loans in right of payment or security, such Specified Refinancing Debt shall be contractually subordinated to the existing Term Loans in right of payment or security on the same basis or, in the case of security, unsecured and (B) unsecured, such Specified Refinancing Debt shall be unsecured; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders Lenders thereof and that are (A) applicable only during periods after the Latest Maturity Date in effect at the time of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt refinancing or the date on which all non-refinanced Loan Obligations are paid in full or (B) also added for the benefit of any corresponding existing Tranche of Term Loans; and (y) shall not have a principal or commitment amount (or accreted value, if applicable) greater than the principal amount (or accreted value, if applicable) of the Loans being refinanced plus accrued interest (excluding accrued interestincluding, without duplication, interest paid-in-kind), fees, discountspenalties and premiums (including tender premiums) (if any) thereon payable by the terms of the Indebtedness being refinanced and reasonable fees and expenses (including upfront fees, premiums original issue discount and initial yield payments) associated with such refinancing (it being agreed that, for purposes of assessing whether the foregoing limit on principal amount has been observed, any Indebtedness contemporaneously incurred pursuant to and in accordance with available baskets set forth in Section 6.01 (other than the basket pursuant to which such Specified Refinancing Debt is being incurred) shall be disregarded, even if such Indebtedness is of the same tranche or expensesseries of such Specified Refinancing Debt). Any Specified Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis (other than prepayment of such Specified Refinancing Term Loans with the proceeds of Specified Refinancing Debt or Credit Agreement Refinancing Indebtedness)) in any prepayments of Loans under Section 2.11 in the same manner as the Term Loans being Refinanced as specified in the applicable Refinancing Amendment. It is understood that the Administrative Agent shall have the right to consent (such consent not to be unreasonably withheld, conditioned or delayed) to any Additional Lender providing such Specified Refinancing Debt if such consent would be required under Section 9.04 for an assignment of Loans or Commitments to such person.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Credit Loans (and the unused Revolving Credit Commitments with respect to such Class of Revolving Credit Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three two Classes of revolving commitments Revolving Credit Commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Loans Obligations and Commitments hereunder; (ii) will not be guaranteed by any Person have obligors or contingent obligors that is were not a Subsidiary Loan Partyobligors or contingent obligors in respect of the Facilities; (iii) will be (x) unsecured or (y) other than during a Lien Suspension Period, secured by the Collateral on a pari passu or junior basis with the Obligations (in each case or on a junior lien basis pursuant to customary intercreditor arrangements a Market Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent); (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof (and for the avoidance of doubt, clause (1)(B) of the proviso to Section 2.23(b) shall not apply); (v) (xv)(x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Credit Facility Maturity Date of the Revolving Credit Commitment being refinanced and (y) to the extent constituting term loan facilitiesTerm Facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.10(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.04 or 2.052.03) shall be allocated pro rata among the Classes of Revolving Credit Commitments (it being agreed that that, notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving credit facilities); (viiviii) subject to clauses (iv), (v) and (vvi) above, will have terms and conditions (other than pricing and optional prepayment and optional redemption terms) that are either (x) substantially identical similar to, or less favorable, (when taken as a whole, ) no more favorable to the lenders providing such Specified Refinancing Debt than, those applicable to the Loans or Commitments being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) or (y) customary for similar types of Indebtedness in light of then-prevailing market conditions; provided that a certificate of a Responsible Officer of the Borrower delivered to the Agent at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of material terms and conditions of such Specified Refinancing Debt or drafts of the Credit Facilities and Loans being refinanced (as reasonably documentation related thereto, stating that the Borrower has determined by the Parent Borrower in good faithfaith that such terms and conditions satisfy the foregoing requirement in this clause (viii) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 2.05 and 2.112.10, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus accrued interest, [[3666665]] fees (including original issue discount and upfront fees), discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may on a joint and several basis, from time to timetime after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Credit Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed Guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower Borrowers and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent US-DOCS\90330440.2103232196.9 constituting term loan facilities, will have a maturity date that is not prior to the date that is after the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section Sections 2.03 and 2.04) and participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)Tranches; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower Representative in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Dutch Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Dutch Borrower); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Borrowers and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving in effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expensesexpenses).The Borrower Representative (on behalf of the Borrowers) shall make any request for Specified Refinancing Debt pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Debt shall first be requested on a ratable basis from existing Lenders in respect of the Facility and Loans being refinanced. At the time of sending such notice to such Lenders, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Debt and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Facility) of such Specified Refinancing Debt. Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Debt. The Administrative Agent shall notify the Borrowers and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent, each L/C Issuer and the Swing Line Lender, if applicable (in each case, which approval shall not be unreasonably withheld, conditioned or delayed), the Borrowers may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person that is not an Affiliate of any Borrower appointed by the Borrower, after consultation with the Administrative Agent Agent, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and and/or (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of payment such obligors as the other Loans and Commitments hereunderBorrower or guarantors with respect to such obligations may be interchanged); (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent, to the Borrower and, if the Specified Refinancing Agent is not the Administrative Agent, the Administrative Agent); (iviii) will have such pricing and optional prepayment terms and premiums and commitment reduction and termination terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).;

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of Term the Tranche B Incremental Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Loans Advances and Commitments hereunder; (ii) will shall not be guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will shall be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an equal and ratable basis with the Obligations (in each case or on a second-lien basis pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will shall have a maturity date that is not prior to the date that is the scheduled maturity date ofTranche B Incremental Maturity Date, and will shall have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Tranche B Incremental Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than pricing and optional prepayment and redemption termspricing) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Tranche B Incremental Loans being refinanced (as reasonably determined by unless such terms are acceptable to the Parent Borrower in good faithAgent); and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Tranche B Incremental Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable2.10; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date latest maturity date of any of the Loans Facilities (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Tranche B Incremental Loans being refinanced (excluding plus accrued interest, fees, discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person that is a financial institution engaged in arranging similar financings in the ordinary course of its business (that is not an Affiliate of a Borrower) appointed by the Borrowers, after consultation with the Administrative Agent Agent, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the Borrowers, to refinance (iI) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (iiII) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranche then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: Debt (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary have obligors other than the Loan PartyParties; (iii) will be either (x) unsecured or (y) secured by the Collateral on a pari passu or junior an “equal and ratable” basis with the Liens securing the Obligations or on a “junior” basis with the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative AgentApplicable Intercreditor Arrangements); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower Borrowers and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is after the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; (vi) in the case of any voluntary or mandatory prepayment of any Specified Refinancing Term Loans shall share ratably Loan, such prepayments may be made on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis, except (I) in connection with Specified Refinancing Debt with respect thereto or (II) as requested by the Borrower Representative by written notice, to any prepayments Class or Class of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for with an earlier Maturity Date as compared with the then outstanding remaining Classes of Term Loans then outstanding) with all other than Specified Refinancing Term Loans); Loans (vii) each the borrowing and repayment (except for (A) payments of interest and fees at different rates on Specified Refinancing Revolving Borrowing Credit Commitments (including and related outstandings), (B) repayments required upon the maturity date of the Specified Refinancing Revolving Credit Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Specified Refinancing Revolving Credit Commitments after the date of obtaining any deemed Specified Refinancing Revolving Borrowings Credit Commitments may be made pursuant to Section 2.04 on a pro rata basis or 2.05) less than pro rata basis with all other Specified Refinancing Revolving Credit Commitments (except that the Borrowers shall be allocated permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take basis as compared to any other Class with a later maturity date than such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilitiesClass); and (viiviii) subject to clauses (iv), (v), (vi) and (vvii) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower Borrowers in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower Representative of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Borrowers); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 Sections 2.05 and 2.112.06, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Borrowers and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or, if favorable to the existing Lenders, as are incorporated into the Loan Documents for the benefit of any of the Loans all existing Lenders (and Commitmentswhich may be accomplished without further amendment requirements) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans (or commitments as applicable) being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the prior consent of the Administrative Agent, add one or more new term loan facilities and and/or new revolving credit facilities to the Credit Facilities be provided for under this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) Refinance all or any portion of any Class of Term Loans then outstanding under this Agreement and or Commitments (ii) all used or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreementunused), or “class” or “tranche” thereof, provided for herein, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: Debt (i) will rank pari passu in right of payment as with and shall be unsecured or secured on a pari passu basis (or junior basis) by the same collateral securing the other Loans and Commitments hereunder; , (ii) will shall not be guaranteed by an obligation of, or otherwise Guaranteed by, any Person Subsidiary that is not a Subsidiary Loan Credit Party; , (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date ofshall mature no earlier than, and will shall have a weighted average life to maturity that is not shorter less than the remaining weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (viiCommitments, if applicable) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoingRefinanced thereby, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than excluding pricing and optional prepayment terms and, subject to clause (iii) above, final maturity and redemption principal amortization terms) that are substantially identical to, or less favorable, when no more favorable (taken as a whole, ) to the lenders Lenders providing such Specified Refinancing Debt than, those applicable to the Loans (or Commitments, if applicable) being Refinanced thereby (provided that the applicable Lenders may (x) agree to yield protection terms that are less favorable (but not more favorable) than the terms and conditions applicable to the other “classes” or “tranches” of the Credit Facilities and Loans being refinanced and/or Commitments hereunder, (as reasonably determined by the Parent Borrower y) agree to participate on a less than (but not greater than) pro rata basis in good faith); respect of any prepayments or repayments of Loans under this Agreement and (ixz) in the Net Cash Proceeds case of such Specified Refinancing Debt consisting of term loans, agree to different initial Interest Periods) and (v) shall be appliedused, substantially concurrently with the incurrence thereof, to solely for the pro rata prepayment payment of outstanding the Loans (or Commitments, if applicable) being so refinancedRefinanced thereby and to pay accrued interest, fees, discounts, premiums and expenses payable in connection therewith (and, in each the case pursuant to Section 2.08 and 2.11of Revolving Loans, as applicablea corresponding amount of the applicable predecessor Revolving Credit Commitments shall be permanently reduced); provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than that applicable to the Loans being refinanced Refinanced (excluding except to the extent such debt is incurred to fund accrued interest, interest on the Loans being Refinanced or fees, discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person that is not an Affiliate of the Borrower appointed by the Borrower as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) revolving credit facility then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as borrowers or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by all or a portion of the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis to the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations (in each case pursuant case, if documented in an agreement that is separate from this Agreement, subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agentan Acceptable Intercreditor Agreement); (iv) will have such other terms and conditions (including pricing and optional prepayment terms terms) as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date scheduled maturity date of the Revolving Commitment revolving credit facility being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced unless the Term Lenders are also offered by the Borrower the same amortization amounts for the corresponding year (provided that each Term Lender will be deemed to have rejected such offer unless such Term Lender notifies the Administrative Agent that it has accepted such offer by 11 a.m. five (5) Business Days (or such longer period which the Borrower agrees) after the date of such offer; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the maturity of the Term Loans being refinanced, and the Weighted Average Life to Maturity of Extendable Bridge Loans/Interim Debt may be shorter than the then longest remaining Weighted Average Life to Maturity of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iviii) and (viv) aboveabove with respect to final maturity and Weighted Average Life to Maturity, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical tothe amortization schedules, or less favorable, when taken as a whole, to the lenders providing any fees payable in connection with such Specified Refinancing Debt than, and all other terms of such Specified Refinancing Debt will be as agreed between the terms Borrower and conditions the applicable providers of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); such Specified Refinancing Debt and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case refinanced pursuant to Section 2.08 2.05, and 2.11the payment of fees, as applicable; providedexpenses and premiums, howeverif any, that payable in connection therewith. Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (to the extent the 128 | consent of the Administrative Agent would be required to assign any Loans under such Tranches subject to such refinancing to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Tranche B Loans or Term Loans Advances then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Loans Advances and Commitments hereunder; (ii) will shall not be guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will shall be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an equal and ratable basis with the Obligations (in each case or on a second-lien basis pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders lenders thereof; (vv)(x) (x) to the extent constituting revolving credit facilities, will not have a maturity date (if refinancing all or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date any portion of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will Tranche B Loans shall have a maturity date that is not prior to the date that is the scheduled maturity date ofTranche B Maturity Date, and will shall have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to Maturity of the Tranche B Loans being refinanced or (v)(y) if refinancing all or any portion of the Term Advances shall have a maturity ofdate that is not prior to the scheduled Term Loan Maturity Date, and shall have a Weighted Average Life to Maturity that is not shorter than the Loans Weighted Average Life to Maturity of the Term Advances being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than pricing and optional prepayment and redemption termspricing) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Tranche B Loans and/or Term Advances, as applicable, being refinanced (as reasonably determined by unless such terms are acceptable to the Parent Borrower in good faithAgent); and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Tranche B Loans and/or Term Advances, as applicable, being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable2.10; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date latest maturity date of any of the Loans Facilities (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Tranche B Loans and/or Term Advances, as applicable, being refinanced (excluding plus accrued interest, fees, discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Term Loans and Commitments hereunder; (ii) will shall not be guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will shall be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an equal and ratable basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent)Obligations; (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not shall have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a scheduled maturity date that is not prior to the date that is the scheduled maturity date ofTerm Loan Maturity Date, and will shall have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity ofMaturity, of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than pricing and optional prepayment and redemption termspricing) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Term Loans being refinanced (as reasonably determined by unless such terms are acceptable to the Parent Borrower in good faith); Administrative Agent) and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence receipt thereof, to the pro rata prepayment of outstanding Term Loans being so refinancedrefinanced (and in the case of a partial refinancing, in each case pursuant to Section 2.08 and 2.11, reduce the remaining scheduled principal installments thereof as applicabledirected by the Borrower); provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date latest scheduled maturity date of any of the Term Loans (and Commitments) that remain outstanding after giving effect to the application of the proceeds of such Specified Refinancing Debt or the date on which all non---refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Term Loans being refinanced (excluding plus accrued interest, fees, discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (including by extending the maturity) (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and Agreement, (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this AgreementAgreement or (iii) all or any portion of any Revolving Credit Commitment Increase, Term Commitment Increase, New Term Facility or New Revolving Facility incurred under Section 2.14, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a first lien “equal and ratable” basis with the Liens on the Collateral securing the applicable Obligations or on a “junior” basis to the Liens on the Collateral securing the applicable Obligations (and on a pari passu or junior basis with to the Obligations Second Lien Facility (in each case or any replacement thereof)) (pursuant to customary intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent and, if the Specified Refinancing Agent is not the Administrative Agent, the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.04 or 2.052.03) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)109 Tranches; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical tocustomary for similar credit facilities in light of then-prevailing market conditions at the time of incurrence or issuance (as determined by Borrower in good faith) (it being understood that no Specified Refinancing Debt in the form of term loans shall include any financial maintenance covenants) (provided that, or less favorableat Borrower’s option, when taken as delivery of a whole, certificate of a Responsible Officer of Borrower to the lenders providing Specified Refinancing Agent in good faith at least five (5) Business Days (or such shorter period as may be agreed by the Specified Refinancing Agent) prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Debt thanor drafts of the documentation relating thereto, the stating that Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (a), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrower of its objection during such five (5) Business Day period (including a reasonable description of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faithbasis upon which it objects); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (or less than the pro rata prepayment of outstanding Loans made by any Term Lenders or the Revolving Credit Lenders, as applicable, that will be lenders of the Specified Refinancing Debt, as approved by such Term Lenders or the Revolving Credit Lenders, as applicable; provided that in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of any of all existing Lenders (to the Loans (and Commitments) that remain outstanding after giving effect extent applicable to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full Lender) without further amendment requirements and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments, the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent. For the avoidance of doubt, any allocations of Specified Refinancing Debt shall be made at the Borrower’s sole discretion, and the Borrower will not be obligated to allocate any Specified Refinancing Debt to any Lender.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Loans or New Term Loans of any tranche then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Loans and Commitments New Term Loans hereunder; (ii) will not be guaranteed Guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an equal and ratable basis with the Obligations (in each case or on a second-lien basis pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is 91 days after the scheduled maturity date of, and will have a weighted average life Weighted Average Life to Maturity that is not shorter than 91 days longer than the Weighted Average Life to Maturity of, the Loans or New Term Loans being refinanced (provided that, notwithstanding the foregoing, if such Specified Refinancing Debt is secured by the Collateral on an equal and ratable basis with the Obligations, it will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Loans or New Term Loans being refinanced); (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders Lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans or New Term Loans being refinanced (as reasonably determined by the Parent Borrower in good faith)refinanced; and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans or New Term Loans being so refinanced, in each case refinanced pursuant to Section 2.08 and 2.11, as applicable2.03; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans or New Term Loans being refinanced (excluding any such principal issued or incurred to provide funds for the payment of accrued interest, fees, discounts, premiums or expensesexpenses payable in connection with the relevant prepayment).

Specified Refinancing Debt. (a) The Borrowers may from time to time, add one or more new term loan facilities and new revolving credit facilities to of the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by Agreement, the Administrative Agent and reasonably acceptable to Borrowers have requested that the BorrowersCredit Agreement be amended to, to refinance among other things, (i) all or any portion provide for a new tranche of any Class of tranche A term loans thereunder (the “New Tranche A Term Loans”), which term loans would refinance in full the Tranche A Term Loans then outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment (the “Existing Tranche A Term Loans”) through an exchange and which, except as modified hereby, would have the same terms as the Existing Tranche A Term Loans under the Credit Agreement, (ii) provide for a new tranche of tranche B term loans thereunder (the “New Tranche B Term Loans”), which term loans would refinance in full the Tranche B Term Loans outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment (the “Existing Tranche B Term Loans”) through an exchange and which, except as modified hereby, would have the same terms as the Existing Tranche B Term Loans under the Credit Agreement, (iii) provide for a new U.S. dollar revolving credit facility, including a letter of credit facility and swingline facility, thereunder (the “New Dollar Revolving Credit Facility” and any loans made pursuant to the New Dollar Revolving Credit Facility, “New Dollar Revolving Loans”), which facility would replace in its entirety the Dollar Revolving Credit Facility, including the letter of credit facility and swingline facility, outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment (the “Existing Dollar Revolving Credit Facility”) through an exchange and which, except as modified hereby, would have the same terms as the Existing Dollar Revolving Credit Facility under the Credit Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting provide for a new multicurrency revolving credit facilities, will not have a maturity date facility thereunder (or have mandatory commitment reductions or amortization) that is prior to the “New Multicurrency Revolving Maturity Date of the Revolving Commitment being refinanced Credit Facility” and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings loans made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of New Multicurrency Revolving Commitments (it being agreed that notwithstanding the foregoingCredit Facility, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).“New Multicurrency

Specified Refinancing Debt. (a) The Borrowers may from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Parent Borrowers, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunderhereunderoutstanding on the Fourth Amendment Date; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan PartyParty (or which becomes a Subsidiary Loan Party simultaneously therewith) with respect in each case to the relevant Credit Facility; (iii) will be (x) unsecured or (y) secured by the Collateral of the relevant Loan Parties (or Collateral of a subset of the relevant Loan Parties) on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, except in connection with customary bridge financings (to the extent convertible on customary terms into a permanent instrument otherwise meeting the conditions in this clause (y)), will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced (it being agreed, for the avoidance of doubt, that when calculating the weighted average life to maturity of such Indebtedness being refinanced, the effects of any amortization or prepayments made on such Indebtedness vis-ά-vis the amortization schedule prior to the date of the applicable refinancing shall be disregarded); (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations CREDIT AGREEMENT, Page 95 therein between any revolving facilities); (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loansnot materially more restrictive (taken as a whole) than those with respect to the Loans and Commitments being refinanced or replaced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive), except terms (w) as permitted by clauses (i) through (vii) above, (x) applicable only after the maturity date of the then outstanding Loans and Commitments at the time of such replacement, (y) consistent with then-current market terms for the applicable type of Indebtedness (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive), provided that no financial maintenance covenant applicable to the Parent Borrower may be added to the Specified Refinancing Debt pursuant to this clause (y) without also being included in this Agreement (which may be achieved by an amendment solely among the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)), and, for the avoidance of doubt, it being understood that if such financial covenant is a “springing” financial maintenance covenant applicable only to revolving Indebtedness, such financial covenant shall be automatically included in this Agreement only for the benefit of each Revolving Facility and not for the benefit of any Credit Facility in respect of Term Loans hereunder; (z) otherwise be reasonably satisfactory to the Administrative Agent; provided further that documentation governing any Specified Refinancing Debt may include such materially more restrictive terms so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such covenant for the benefit of the relevant Credit Facility and Loans being refinanced (which such amendment shall only require the consent of the Parent Borrower and Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).

Specified Refinancing Debt. (a) The Borrowers may from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersParent Borrower, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunderoutstanding on the FifthSixth Amendment Date; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan PartyParty (or which becomes a Subsidiary Loan Party simultaneously therewith) with respect in each case to the relevant Credit Facility; (iii) will be (x) unsecured or (y) secured only by the Collateral of the relevant Loan Parties (or Collateral of a subset of the relevant Loan Parties) on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, except in connection with customary bridge financings (to the extent convertible on customary terms into a permanent instrument otherwise meeting the conditions in this clause (y)), will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced (it being agreed, for the avoidance of doubt, that when calculating the weighted average life to maturity of such Indebtedness being refinanced, the effects of any amortization or prepayments made on such Indebtedness vis-α-vis the amortization schedule prior to the date of the applicable refinancing shall be disregarded); (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the CREDIT AGREEMENT, Page 104 Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when not materially more restrictive (taken as a whole, ) than those with respect to the lenders providing such Specified Refinancing Debt than, the terms Loans and conditions of the Credit Facilities and Loans Commitments being refinanced or replaced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive), except terms (w) as permitted by clauses (i) through (vii) above, (x) applicable only after the maturity date of the then outstanding Loans and Commitments at the time of such replacement, (y) consistent with then-current market terms for the applicable type of Indebtedness (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive), provided that no financial maintenance covenant applicable to the Parent Borrower may be added to the Specified Refinancing Debt pursuant to this clause (y) without also being included in this Agreement (which may be achieved by an amendment solely among the Parent Borrower and the Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)), and, for the avoidance of doubt, it being understood that if such financial covenant is a “springing” financial maintenance covenant applicable only to revolving Indebtedness, such financial covenant shall be automatically included in this Agreement only for the benefit of each Revolving Facility and not for the benefit of any Credit Facility in respect of Term Loans hereunder; (z) otherwise be reasonably satisfactory to the Administrative Agent; provided further that documentation governing any Specified Refinancing Debt may include such materially more restrictive terms so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such covenant for the benefit of the relevant Credit Facility and Loans being refinanced (which such amendment shall only require the consent of the Parent Borrower and Administrative Agent (and the Required Lenders hereby authorize the Administrative Agent to enter into such amendment)); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Term Loans and Commitments hereunder; (ii) will shall not be guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will shall be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an equal and ratable basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent)Obligations; (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will shall have a maturity date that is not prior to the date that is the scheduled maturity date ofTerm Loan Maturity Date, and will shall have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity ofMaturity, of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than pricing and optional prepayment and redemption termspricing) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Term Loans being refinanced (as reasonably determined by unless such terms are acceptable to the Parent Borrower in good faith); Administrative Agent) and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence receipt thereof, to the pro rata prepayment of outstanding Term Loans being so refinancedrefinanced (and in the case of a partial refinancing, in each case pursuant to Section 2.08 and 2.11, reduce the remaining scheduled principal installments thereof as applicabledirected by the Borrower); provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date latest maturity date of any of the Term Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Term Loans being refinanced (excluding plus accrued interest, fees, discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) ; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” pursuant to procedures reasonably specified by any Person that is not an Affiliate of the Borrowers appointed by the Borrowers as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as borrowers or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by all or a portion of the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis to the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory case, if documented in an agreement that is separate from this Agreement, subject to the Administrative AgentIntercreditor Agreement); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Swedish Borrower in good faithfaith (provided that, at the Swedish Borrower’s option, delivery of a certificate of a Responsible Officer of the Swedish Borrower to the Administrative Agent in good faith at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Refinancing Debt or drafts of the documentation relating thereto, stating that the Swedish Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (iv), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Swedish Borrower of its objection (including a reasonable description of the basis upon which it objects)) within five Business Days after receipt of such certificate from the Swedish Borrower); (v) will have a maturity date that is not prior to the date that is the scheduled Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced unless the Term Lenders are also offered by the Borrowers the same amortization amounts for the corresponding year (provided that each Term Lender will be deemed to have accepted such offer unless such Term 107 IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 Lender notifies the Administrative Agent that it has rejected such offer by 11 a.m. five (5) Business Days (or such longer period which the Swedish Borrower agrees) after the date of such offer; provided, that Extendable Bridge Loans may have a maturity date earlier than the maturity of the Term Loans being refinanced, with respect to Extendable Bridge Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of the Term Loans being refinanced, (vi) subject to clause (v) above with respect to final maturity and Weighted Average Life to Maturity, the amortization schedules, any fees payable in connection with such Specified Refinancing Debt and all other terms of such Specified Refinancing Debt will be as agreed between the Borrowers and the applicable providers of such Specified Refinancing Debt and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.112.05 and/or 2.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower Borrowers and the lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders without further Lender consent requirement; provided that to the extent that any Specified Refinancing Debt has the benefit of a financial covenant that is tested prior to the Latest Maturity Date of any Term Loan Tranche, such financial covenant shall be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders without further amendment requirements. Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (to the extent the consent of the Administrative Agent would be required to assign any Loans (and Commitments) that remain outstanding after giving effect under such Tranches subject to such refinancing to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed), the Borrowers may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent. Notwithstanding anything in this Section 2.18 to the contrary, any Specified Refinancing Debt that is secured by all or a portion of the date Collateral on which all non-refinanced a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations are paid in full and (yshall be subject to Section 2.14(f)(iii) shall not have of this Agreement on the same basis as a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)“New Term Facility” as set forth therein.

Specified Refinancing Debt. (a) The Borrowers may on a several but not joint basis or on a joint and several basis, from time to timetime after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the loans thereunder, “Specified Refinancing Term Loans”; and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu or junior in right of payment as the other Loans and Commitments hereunder and if secured, will rank pari passu or junior in respect of security as the other Loans and Commitments hereunder; (ii) will not be guaranteed Guaranteed by any Person that is not a Subsidiary Loan Party; (iii) will be (x) unsecured or (y) if secured by the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to Liens securing the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed Obligations, incurred by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (one or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date more of the Revolving Commitment being refinanced Borrowers on a several and not joint basis or (y) to the extent constituting term loan facilities, will have if secured on a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently “junior” basis with the incurrence thereof, to Liens securing the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional Obligations or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).unsecured,

Specified Refinancing Debt. (a) The Borrowers may from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person have obligors or contingent obligors that is were not a Subsidiary Loan Partyobligors or contingent obligors (or that would not have been required to become obligors or contingent obligors) in respect of the Credit Facilities; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements a Market Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof and for the avoidance of doubt, Section 2.20(d)(vi) shall not apply; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are either (x) substantially identical similar to, or less favorable, (when taken as a whole, ) no more favorable to the lenders providing such Specified Refinancing Debt than, those applicable to the Loans or commitments being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such refinancing) or (y) reflective of market terms and conditions at the time of incurrence thereof, in each case, as determined in good faith by the Parent Borrower (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of such refinancing); provided that a certificate of a Responsible Officer of the Parent Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of material terms and conditions of such Specified Refinancing Debt or drafts of the Credit Facilities and Loans being refinanced (as reasonably determined by documentation related thereto, stating that the Parent Borrower has determined in good faithfaith that such terms and conditions satisfy the foregoing requirement in this clause (viii) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Administrative Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans and Revolving Commitments being refinanced (excluding accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expenses).

Specified Refinancing Debt. (a) The Borrowers may may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Parent Borrower, after consultation with the Administrative Agent Agent, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersParent Borrower, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not be guaranteed by any Person that is not a Subsidiary Loan Party[reserved]; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent and, if the Specified Refinancing Agent is not the Administrative Agent), the Administrative Agent (provided that, if the Specified Refinancing Debt is secured on a junior basis to the Facilities, such arrangements shall be subject to Applicable Intercreditor Arrangements; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; provided, that Extendable Bridge Loans and Specified Refinancing Debt incurred pursuant to the Inside Maturity Date Exception may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans and Specified Refinancing Debt incurred pursuant to the Inside Maturity Date Exception, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of the then outstanding Term Loans; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Loan Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.04 or 2.052.03) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)Tranches; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to agreed between the lenders Borrowers and the Lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Borrowers and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving in effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments), the Borrowers may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person that is not an Affiliate of the Borrower appointed by the Borrower as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) revolving credit facility then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as borrowers or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by all or a portion of the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis to the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations (in each case pursuant case, if documented in an agreement that is separate from this Agreement, subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agentan Acceptable Intercreditor Agreement); (iv) will have such other terms and conditions (including pricing and optional prepayment terms terms) as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date scheduled maturity date of the Revolving Commitment revolving credit facility being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Term Loans being refinanced unless the Term Lenders are also offered by the Borrower the same amortization amounts for the corresponding year (provided that each Term Lender will be deemed to have rejected such offer unless such Term Lender notifies the Administrative Agent that it has accepted such offer by 11 a.m. five (5) Business Days (or such longer period which the Borrower agrees) after the date of such offer; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the maturity of the Term Loans being refinanced, and the Weighted Average Life to Maturity of Extendable Bridge Loans/Interim Debt may be shorter than the then longest remaining Weighted Average Life to Maturity of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iviii) and (viv) aboveabove with respect to final maturity and Weighted Average Life to Maturity, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical tothe amortization schedules, or less favorable, when taken as a whole, to the lenders providing any fees payable in connection with such Specified Refinancing Debt than, and all other terms of such Specified Refinancing Debt will be as agreed between the terms Borrower and conditions the applicable providers of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); such Specified Refinancing Debt and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case refinanced pursuant to Section 2.08 2.05, and 2.11the payment of fees, as applicable; providedexpenses and premiums, howeverif any, that payable in connection therewith. Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (to the extent the consent of the Administrative Agent would be required to assign any Loans under such Tranches subject to such refinancing to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (including by extending the maturity) (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and Agreement, (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this AgreementAgreement or (iii) all or any portion of any Revolving Credit Commitment Increase, Term Commitment Increase, New Term Facility or New Revolving Facility incurred under Section 2.14, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as with or junior in right of payment to the other Loans Obligations; provided that, in the case of any such Specified Refinancing Debt that ranks junior in right of payment to the Obligations, the lenders thereunder or the agent for the lenders thereunder shall enter into customary subordination documentation that is reasonably satisfactory to the Administrative Agent and Commitments hereunderthe Borrower; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will may be (x) unsecured or (y) secured by all or any portion of the Collateral either on a first lien “equal and ratable” basis with the Obligations or on a “junior” basis to the Obligations (and on a senior, pari passu or junior basis to the Second Lien Facility (or any replacement thereof)), be secured by assets that do not constitute Collateral or be unsecured; provided that, in the case of any Specified Refinancing Debt that is secured by all or any portion of the Collateral, the lenders thereunder or the agent for the lenders thereunder shall enter into intercreditor arrangements with the Obligations (in each case pursuant to customary intercreditor arrangements Administrative Agent that are reasonably satisfactory to the Administrative Agent); Agent (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilitiesprovided that, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date for purposes of the Revolving Commitment being refinanced and (y) to foregoing, in the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) case of any Specified Refinancing Term Loans shall share ratably in Debt that is secured by all or any prepayments portion of Term Loans pursuant the Collateral on a “junior” basis to Section 2.11 the Facilities and on a pari passu basis with the Second Lien Facility (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loansany replacement thereof); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses).First

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Loans Obligations and Commitments hereunder; (ii) will not be guaranteed by any Person have obligors or contingent obligors that is were not a Subsidiary Loan Partyobligors or contingent obligors in respect of the Facilities; (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case or on a junior lien basis pursuant to customary intercreditor arrangements a Market Intercreditor Agreement that is reasonably [[3596554]] satisfactory to the Administrative Agent); (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof (and for the avoidance of doubt, clause (1)(B) of the proviso to Section 2.23(b) shall not apply); (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.10(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)[reserved]; (viiviii) subject to clauses (iv), (v) and (vvi) above, will have terms and conditions (other than pricing and optional prepayment and optional redemption terms) that are either (x) substantially identical similar to, or less favorable, (when taken as a whole, ) no more favorable to the lenders providing such Specified Refinancing Debt than, those applicable to the Loans or Commitments being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) or (y) customary for similar types of Indebtedness in light of then-prevailing market conditions; provided that a certificate of a Responsible Officer of the Borrower delivered to the Agent at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of material terms and conditions of such Specified Refinancing Debt or drafts of the Credit Facilities and Loans being refinanced (as reasonably documentation related thereto, stating that the Borrower has determined by the Parent Borrower in good faithfaith that such terms and conditions satisfy the foregoing requirement in this clause (viii) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 2.05 and 2.112.10, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person (other than the Borrower or an Affiliate of the Borrower) selected and appointed by the Borrower, after consultation with the Administrative Agent and reasonably acceptable to Agent, as agent under such Specified Refinancing Debt (such Person (who may be the BorrowersAdministrative Agent, if it so agrees), the “Specified Refinancing Agent”), to refinance (i) subject to the Agreement Among Lenders, all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) Tranches then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) subject to the Agreement Among Lenders, secured by the Collateral on a pari passu or junior basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory an applicable Intercreditor Agreement) but if unsecured or secured on a “junior” basis to the Administrative Agent)Liens securing the Obligations, such Specified Refinancing Debt shall be documented in a separate agreement than this Agreement, and if secured, the security shall be the same (or less) Collateral that secures the Facilities; (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving scheduled Maturity Date of the Revolving Commitment Tranche being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is 91 days after the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life then remaining Weighted Average Life to maturity Maturity of, the Term Loans being refinanced; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans; (vi) any Specified Refinancing Term Loans shall share ratably or less than ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans)2.05; (vii) if any Specified Refinancing Debt is not, or would not be, subordinate in payment priority with the First Out Loan Obligations or is, or would be, secured by a Lien that is not subordinate to each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) Lien securing the First Out Loan Obligations, such Specified Refinancing Debt shall be allocated pro rata among made subject to the Classes priorities and other terms of Revolving Commitments the Agreement Among Lenders (it being agreed that notwithstanding or such other agreement acceptable to the foregoing, First Out Lender Representative and the Administrative Agent may, in its reasonable discretion, take Last Out Lender Representative) and each holder of such actions as it deems advisable Specified Refinancing Debt shall have become a party to allocate Letters of Credit the Agreement Among Lenders (or such other agreement acceptable to the First Out Lender Representative and participations therein between any revolving facilitiesthe Last Out Lender Representative); (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than excluding pricing, which shall include, for the avoidance of doubt, any “most favored nation” pricing provisions and optional prepayment and or redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders 146 providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Borrower); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinancedrefinanced (and, in the case of Revolving Credit Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to Section 2.08 and 2.112.05(b)(iii) or Section 2.06(b)(ii), as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, provided however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with the Blackstone Credit Representative and the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of any of all existing Lenders (to the Loans (and Commitments) that remain outstanding after giving effect extent applicable to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full Lender) without further amendment requirements and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. Subject to the consent of the Blackstone Credit Representative, the Ally Representative the Administrative Agent and each L/C Issuer in the case of Specified Refinancing Revolving Credit Commitments (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed), the Borrower may invite any Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt (which to the extent not then a Lender, shall become a Lender pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent and shall join as a party to the Agreement Among Lenders).

Specified Refinancing Debt. (a) The Borrowers may may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”) ; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” pursuant to procedures reasonably specified by any Person that is not an Affiliate of the Borrowers appointed by the Borrowers as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the Borrowers, to refinance (i) all or any portion of any Class of Term Loans Loan Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as borrowers or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by all or a portion of the Collateral on a pari passu or junior first lien “equal and ratable” basis with the Liens on the Collateral 103 securing the Obligations or on a “junior” basis to the Liens on the Collateral securing the Obligations in each case over the same (or less) Collateral that secures the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory case, if documented in an agreement that is separate from this Agreement, subject to the Administrative AgentIntercreditor Agreement); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life to maturity that is not shorter than the weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Swedish Borrower in good faithfaith (provided that, at the Swedish Borrower’s option, delivery of a certificate of a Responsible Officer of the Swedish Borrower to the Administrative Agent in good faith at least five Business Days (or such shorter period as may be agreed by the Administrative Agent) prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Refinancing Debt or drafts of the documentation relating thereto, stating that the Swedish Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (iv), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Swedish Borrower of its objection (including a reasonable description of the basis upon which it objects)) within five Business Days after receipt of such certificate from the Swedish Borrower); (v) will have a maturity date that is not prior to the date that is the scheduled Maturity Date of, and will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity of, the Term Loans being refinanced unless the Term Lenders are also offered by the Borrowers the same amortization amounts for the corresponding year (provided that each Term Lender will be deemed to have accepted such offer unless such Term Lender notifies the Administrative Agent that it has rejected such offer by 11 a.m. five (5) Business Days (or such longer period which the Swedish Borrower agrees) after the date of such offer; provided, that Extendable Bridge Loans may have a maturity date earlier than the maturity of the Term Loans being refinanced, with respect to Extendable Bridge Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of the Term Loans being refinanced, (vi) subject to clause (v) above with respect to final maturity and Weighted Average Life to Maturity, the amortization schedules, any fees payable in connection with such Specified Refinancing Debt and all other terms of such Specified Refinancing Debt will be as agreed between the Borrowers and the applicable providers of such Specified Refinancing Debt and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.112.05 and/or 2.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower Borrowers and the lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders without further Lender consent requirement; provided that to the extent that any Specified Refinancing Debt has the benefit of a financial covenant that is tested prior to the Latest Maturity Date of any Term Loan Tranche, such financial covenant shall be incorporated into this Agreement (or any other applicable Loan Document) for the benefit of all existing Lenders without further amendment requirements. Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent (to the extent the consent of the Administrative Agent would be required to assign any Loans (and Commitments) that remain outstanding after giving effect under such Tranches subject to such refinancing to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed), the Borrowers may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent. Notwithstanding anything in this Section 2.18 to the contrary, any Specified Refinancing Debt that is secured by all or a portion of the date Collateral on which all non-refinanced a first lien “equal and ratable” basis with the Liens on the Collateral securing the Obligations are paid in full and (yshall be subject to Section 2.14(f)(iii) shall not have of this Agreement on the same basis as a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding accrued interest, fees, discounts, premiums or expenses)“New Term Facility” as set forth therein.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the consent of the Administrative Agent, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Term Loans and Commitments hereunder; (ii) will shall not be guaranteed by any Person that is not a Subsidiary Loan PartyGuarantor; (iii) will shall be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an equal and ratable basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent)Obligations; (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not shall have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a scheduled maturity date that is not prior to the date that is the scheduled maturity date ofTerm Loan Maturity Date, and will shall have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity ofMaturity, of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than pricing and optional prepayment and redemption termspricing) that are substantially identical to, or less favorable, when taken as a whole, favorable to the lenders providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities and Term Loans being refinanced (as reasonably determined by unless such terms are acceptable to the Parent Borrower in good faith); Administrative Agent) and (ixvii) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence receipt thereof, to the pro rata prepayment of outstanding Term Loans being so refinancedrefinanced (and in the case of a partial refinancing, in each case pursuant to Section 2.08 and 2.11, reduce the remaining scheduled principal installments thereof as applicabledirected by the Borrower); provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date latest scheduled maturity date of any of the Term Loans (and Commitments) that remain outstanding after giving effect to the application of the proceeds of such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Term Loans being refinanced (excluding plus accrued interest, fees, discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will shall rank pari passu in right of payment as with the other Loans Obligations and Commitments hereunder; (ii) will not be guaranteed by any Person have obligors or contingent obligors that is were not a Subsidiary Loan Partyobligors or contingent obligors in respect of the Facilities; (iii) will be (x) unsecured or (y) other than during a Lien Suspension Period, secured by the Collateral on a pari passu or junior basis with the Obligations (in each case or on a junior lien basis pursuant to customary intercreditor arrangements a Market Intercreditor Agreement that is reasonably satisfactory to the Administrative Agent); (iv) will shall have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereofthereof (and for the avoidance of doubt, clause (1)(B) of the proviso to Section 2.23(b) shall not apply); (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.10(b) (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)[reserved]; (viiviii) subject to clauses (iv), (v) and (vvi) above, will have terms and conditions (other than pricing and optional prepayment and optional redemption terms) that are either (x) substantially identical similar to, or less favorable, (when taken as a whole, ) no more favorable to the lenders providing such Specified Refinancing Debt than, those applicable to the Loans or Commitments being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date) or (y) customary for similar types of Indebtedness in light of then-prevailing market conditions; provided that a certificate of a Responsible Officer of the Borrower delivered to the Agent at least five (5) Business Days prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of material terms and conditions of such Specified Refinancing Debt or drafts of the Credit Facilities and Loans being refinanced (as reasonably documentation related thereto, stating that the Borrower has determined by the Parent Borrower in good faithfaith that such terms and conditions satisfy the foregoing requirement in this clause (viii) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements unless the Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 2.05 and 2.112.10, as applicable; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus accrued interest, fees (including original issue discount and upfront fees), discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities Facility (“Specified Refinancing DebtCommitment”) pursuant to procedures reasonably specified by any Person appointed by the Parent Borrower, after consultation with the Administrative Agent Agent, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersParent Borrower, to refinance (i) all or any portion of any Class of Term Loans Tranches then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement); provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Liens securing the Obligations or on a “junior” basis to the Liens securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative AgentApplicable Intercreditor Arrangements); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Loans being refinanced; provided, that Extendable Bridge Loans may have a maturity date earlier than the Latest Maturity Date of all then outstanding Loans and, with respect to Extendable Bridge Loans, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Loans; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)[reserved]; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the lenders investors providing such Specified Refinancing Debt than, the terms and conditions of the Credit Facilities Facility and Loans being refinanced (as reasonably determined by the Parent Borrower in good faith, which determination shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Parent Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Parent Borrower); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 2.05 and 2.112.06, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower Borrowers and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving in effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, the Borrowers may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent.

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to time, and subject to the prior consent of the Administrative Agent, add one or more new term loan facilities and and/or new revolving credit facilities to the Credit Facilities be provided for under this Agreement (“Specified Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the BorrowersBorrower, to refinance (i) all or any portion of any Class of the Term Loans then outstanding under this Agreement and (ii) all or any portion of any Class of Revolving Loans (and the or unused Revolving Commitments with respect to such Class of Revolving LoansCredit Commitments) then in effect under this Agreement, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: Debt (i) will rank pari passu in right of payment as with and shall be secured on a pari passu basis by the same collateral securing the other Loans and Commitments hereunder; , (ii) will shall not be guaranteed by an obligation of, or otherwise Guaranteed by, any Person Subsidiary that is not a Subsidiary Loan Party; , (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior basis with the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date ofshall mature no earlier than, and will shall have a weighted average life to maturity that is not shorter less than the remaining weighted average life to maturity of, the Loans being refinanced; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other than Specified Refinancing Term Loans); (viiCommitments, if applicable) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoingrefinanced thereby, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities); (vii) subject to clauses (iv) and (v) above, will shall have terms and conditions (other than excluding pricing and optional prepayment terms and, subject to clause (iii) above, final maturity and redemption principal amortization terms) that are substantially identical to, or less favorable, when no more favorable (taken as a whole, ) to the lenders Lenders providing such Specified Refinancing Debt than, those applicable to the Loans or Commitments being refinanced thereby (provided that, the applicable Lenders may (x) agree to yield protection terms that are less favorable (but not more favorable) than the terms and conditions applicable to the other Classes of the Credit Facilities and Loans being refinanced and/or Commitments, (as reasonably determined by the Parent Borrower y) agree to participate on a less than (but not greater than) pro rata basis in good faith); respect of any prepayments or repayments of Loans under this Agreement and (ixz) in the Net Cash Proceeds case of such Specified Refinancing Debt consisting of Term Loans, agree to different initial Interest Periods) and (v) shall be appliedused, substantially concurrently with the incurrence thereof, to solely for the pro rata prepayment payment of the outstanding Class of Loans being so refinancedrefinanced and to pay accrued interest, fees, discounts, premiums and expenses payable in connection therewith (and, in each the case pursuant to Section 2.08 and 2.11of Revolving Loans, as applicablea corresponding amount of the applicable Revolving Credit Commitments shall be permanently reduced); provided, provided however, that such Specified Refinancing Debt (xA) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the Latest Maturity Date of any of the Loans (and Commitments) that remain outstanding after giving effect to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full and (yB) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding except to the extent such debt is incurred to fund accrued interest, interest on the Loans being refinanced or fees, discounts, premiums or expensesexpenses payable in connection therewith).

Specified Refinancing Debt. (a) The Borrowers may Borrower may, from time to timetime after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Credit Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the BorrowersBorrower, to refinance (including by extending the maturity) (i) all or any portion of any Class of Term Loans Tranches then outstanding under this Agreement and or (ii) all or any portion of any Class of Revolving Loans (and the unused Revolving Commitments with respect to such Class of Revolving Loans) then in effect Commitment Increase or New Facility incurred under this AgreementSection 2.14, in each case pursuant to a Refinancing Amendment (it being agreed that in no event shall more than three Classes of revolving commitments be outstanding at any time under this Agreement)Amendment; provided that such Specified Refinancing Debt: (i) will rank pari passu in right of payment as the other Loans and Commitments hereunder; (ii) will not have obligors other than the Loan Parties or entities who shall have become Loan Parties (it being understood that the roles of such obligors as Borrower or guarantors with respect to such obligations may be guaranteed by any Person that is not a Subsidiary Loan Partyinterchanged); (iii) will be (x) unsecured or (y) secured by the Collateral on a pari passu or junior an “equal and ratable” basis with the Liens on the Collateral securing the Obligations or on a “junior” basis to the Liens on the Collateral securing the Obligations (in each case pursuant to customary intercreditor arrangements reasonably satisfactory to the Specified Refinancing Agent and, if the Specified Refinancing Agent is not the Administrative Agent, the Administrative Agent); (iv) will have such pricing and optional prepayment terms as may be agreed by the Parent Borrower and the applicable Lenders thereof; (v) (x) to the extent constituting revolving credit facilities, will not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the Revolving Maturity Date of the Revolving Commitment being refinanced and (y) to the extent constituting term loan facilities, will have a maturity date that is not prior to the date that is the scheduled maturity date Maturity Date of, and will have a weighted average life Weighted Average Life to maturity Maturity that is not shorter than the weighted average life Weighted Average Life to maturity Maturity of, the Loans being refinanced; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the Latest Maturity Date of all then outstanding Loans and, with respect to Extendable Bridge Loans/Interim Debt, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Loans; (vi) any Specified Refinancing Term Loans shall share ratably in any prepayments of Term Loans pursuant to Section 2.11 2.05 (or otherwise provide for more favorable prepayment treatment for the then outstanding Classes of Term Loans other Tranches than the Specified Refinancing Term Loans); (vii) each Revolving Borrowing (including any deemed Revolving Borrowings made pursuant to Section 2.04 or 2.05) shall be allocated pro rata among the Classes of Revolving Commitments (it being agreed that notwithstanding the foregoing, the Administrative Agent may, in its reasonable discretion, take such actions as it deems advisable to allocate Letters of Credit and participations therein between any revolving facilities)[reserved]; (viiviii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical tocustomary for similar credit facilities in light of then-prevailing market conditions at the time of incurrence or issuance (as determined by Borrower in good faith) (it being understood that no Specified Refinancing Debt in the form of term loans shall include any financial maintenance covenants) (provided that, or less favorableat Borrower’s option, when taken as delivery of a whole, certificate of a Responsible Officer of Borrower to the lenders providing Specified Refinancing Agent in good faith at least five (5) Business Days (or such shorter period as may be agreed by the Specified Refinancing Agent) prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Debt thanor drafts of the documentation relating thereto, the stating that Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (a), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrower of its objection during such five (5) Business Day period (including a reasonable description of the Credit Facilities and Loans being refinanced (as reasonably determined by the Parent Borrower in good faithbasis upon which it objects); and (ix) the Net Cash Proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced, in each case pursuant to Section 2.08 and 2.11refinanced (or less than the pro rata prepayment of outstanding Loans made by any Lenders that will be lenders of the Specified Refinancing Debt, as applicableapproved by such Lenders; provided, however, that such Specified Refinancing Debt (x) may provide for any additional or different financial or other covenants or other provisions that (1) are agreed among the Parent Borrower and the lenders Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect or (2) are, in consultation with the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of any of all existing Lenders (to the Loans (and Commitments) that remain outstanding after giving effect extent applicable to such Specified Refinancing Debt or the date on which all non-refinanced Obligations are paid in full Lender) without further amendment requirements and (y) shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (excluding plus an amount equal to accrued interest, fees, discounts, premiums or and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent, the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent. For the avoidance of doubt, any allocations of Specified Refinancing Debt shall be made at the Borrower’s sole discretion, and the Borrower will not be obligated to allocate any Specified Refinancing Debt to any Lender.