This Amendment is a Refinancing Facility Amendment.

The Swingline Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to [Section 2.04(c)(ii)], each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.

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).

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.

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.

“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

“Refinancing Revolving Maturity Date” means, with respect to any Refinancing Revolving Commitments or any Refinancing Revolving Loans, the scheduled date on which such Refinancing Revolving Commitments shall terminate and such Refinancing Revolving Loans shall become due and payable in full hereunder, as specified in the applicable Refinancing Facility Agreement.