Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause ‎(v) and then outstanding, does not exceed the greater of # $60,000,000 and # 10% of Foreign Subsidiary Total Assets; (w) (i) unsecured (or not secured by the Collateral) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount under this [clause (w)], and when aggregated with the amount of Incremental Term Loans and Incremental Revolving Credit Commitments pursuant to Section 2.14(d)(v) and Incremental Equivalent First Lien Debt and Incremental Equivalent Junior Lien Debt incurred pursuant to [Section 7.03(q)] not to exceed the Available Incremental Amount (“Incremental Equivalent Unsecured Debt”), so long as # if the proceeds of such Indebtedness are being used to finance a Permitted Acquisition, Investment, or irrevocable repayment, repurchase or redemption of any Indebtedness, no Event of Default under Sections ‎8.01(a) or ‎(f) with respect to the Borrower shall have occurred and be continuing or would exist after giving effect to such Indebtedness, or # if otherwise, no Event of Default shall have occurred and be continuing or would exist after giving effect to such Indebtedness; provided that such Incremental Equivalent Unsecured Debt shall # have a maturity date that is at least ninety-one (91) days after the Latest Maturity Date at the time such Incremental Equivalent Unsecured Debt is incurred, # have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facilities (in each case subject to the Permitted Earlier Maturity Indebtedness Exception) and # have terms and conditions (other than # pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions and # covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness and to the extent any financial maintenance covenant is added for the benefit of such Incremental Equivalent Unsecured Debt, to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the incurrence or issuance of such Incremental Equivalent Unsecured Debt) that in the good faith determination of the Borrower # are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole) or # reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (provided that a certificate of the Borrower as to the satisfaction of the conditions described in this clause (C) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the materials terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (iii), shall be conclusive); provided that the foregoing requirements shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this [clause (w)] and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges; provided, further, that any such Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary that is not a Loan Party pursuant to Sections ‎7.03(g), 7.03(q) or ‎7.03(s), does not exceed in the aggregate at any time outstanding, the greater of # $200,000,000 and # 35% of LTM Consolidated EBITDA, in each case determined at the time of incurrence, and # any Permitted Refinancing thereof;

Providers of Refinancing Loans. Refinancing Loans may be provided by any existing [[Lender:Organization]] (it being understood that no existing [[Lender:Organization]] shall have an obligation to make all or any portion of any Refinancing Loan) or by any Additional [[Lender:Organization]] (subject to [Section 11.07(h)]). The lenders providing the Refinancing Loans will be reasonably acceptable to the # [[Borrower:Organization]], # the Administrative [[Agent:Organization]] and # solely with respect to any Refinancing Revolving Loans, each Issuing Bank (except that, in the case of [clauses (ii) and (iii)], only to the extent such Person otherwise would have a consent right to an assignment of such loans or commitments to such [[Lender:Organization]], such consent not to be unreasonably withheld, conditioned or delayed).

This Amendment is a Refinancing Facility Amendment.

Refinancing of Swingline Loans. (i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (and the Borrower hereby irrevocably 83894470_5

Specified Refinancing Term Loans. The principal amount of Specified Refinancing Term Loans of each Term Lender shall be repaid as provided in the Refinancing Amendment, subject to the requirements of Section 2.18 (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Specified Refinancing Term Loans pursuant to Section 2.14 (such increased scheduled installments to be calculated in the same manner (and on the same basis) as the schedule set forth in the Refinancing Amendment for the initial incurrence of such Specified Refinancing Term Loans)). To the extent not previously paid, each Specified Refinancing Term Loan shall be due and payable on the Maturity Date applicable to such Specified Refinancing Term Loans.

The Swingline [[Organization A:Organization]], at any time and from time to time in its sole and absolute discretion may, on behalf of the [[Borrower:Organization]] (which hereby irrevocably directs the Swingline [[Organization A:Organization]] to act on its behalf), on one Business Day’s telephonic notice given by the Swingline [[Organization A:Organization]] no later than 12:00 p.m. and promptly confirmed in writing, request each Revolving [[Organization A:Organization]] to make, and each Revolving [[Organization A:Organization]] hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving [[Organization A:Organization]]’s Applicable Revolving Percentage of the aggregate amount of such Swingline Loan (each a “Refunded Swingline Loan”) outstanding on the date of such notice, to repay the Swingline [[Organization A:Organization]]. Each Revolving [[Organization A:Organization]] shall make the amount of such Revolving Loan available to the Administrative Agent in immediately available funds, not later than 10:00 a.m. one (1) Business Day after the date of such notice. The proceeds of such Revolving Loan shall be immediately made available by the [[Administrative Agent:Organization]] to the Swingline [[Organization A:Organization]] for application by the Swingline [[Organization A:Organization]] to the repayment of the Refunded Swingline Loan. The [[Borrower:Organization]] irrevocably authorizes the Swingline [[Organization A:Organization]] to charge the [[Borrower:Organization]]’s accounts with the [[Administrative Agent:Organization]] (up to the amount available in each such account) to immediately pay the amount of any Refunded Swingline Loan to the extent amounts received from the Revolving [[Parties:Organization]] are not sufficient to repay in full such Refunded Swingline Loan.

Swing Line Lender at any time in its sole discretion may request, on behalf of Borrower (which hereby irrevocably authorizes Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Revolving Credit Loan in an amount equal to such Revolving Credit Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Revolving Credit Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.1, subject to the unutilized portion of the Commitments and the conditions set forth in Section 5.2. Swing Line Lender shall furnish Borrower with a copy of the applicable Revolving Credit Borrowing Request promptly after delivering such notice to Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving Credit Borrowing Request available to Administrative Agent in immediately available funds for the account of Swing Line Lender at Administrative Agent’s Principal Office not later than 1:00 p.m. on the day specified in such Revolving Credit Borrowing Request, whereupon, subject to [Section 2.2(c)(ii)], each Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan to Borrower in such amount. Administrative Agent shall remit the funds so received to Swing Line Lender.

“Refinancing Lenders” means the Refinancing Revolving Lenders and the Refinancing Term Lenders.

“Refinancing Commitment” means a Refinancing Revolving Commitment or a Refinancing Term Commitment.

“Refinancing [[Organization A:Organization]]” means the Refinancing Revolving [[Organization A:Organization]] and the Refinancing