Common use of Term B-2 Loans Clause in Contracts

Term B-2 Loans. (a) Continuation and Making of Term B-2 Loans. Subject to the terms and conditions set forth herein (i) each Continuing Term B-2 Lender agrees to continue all (or such lesser amount as notified to such Continuing Term B-2 Lender by the Amendment No. 3 Arrangers prior to the Amendment No. 3 Effective Date) of its Existing Term Loans as a Term B-2 Loan on the Amendment No. 3 Effective Date in a principal amount equal to such Continuing Term B-2 Lender’s Continuing Term B-2 Commitment (as defined below); and (ii) the Additional Term B-2 Lender agrees to make a Term B-2 Loan on the Amendment No. 3 Effective Date to the Borrowers in a principal amount equal to the Additional Term B-2 Lender’s Additional Term B-2 Commitment (as defined below). For purposes hereof, the Additional Term B-2 Lender shall become a party to the Credit Agreement as the Additional Term B-2 Lender as of the Amendment No. 3 Effective Date by executing and delivering to the Agent, on or prior to the Amendment No. 3 Effective Date, the Lender Addendum (Additional Term B-2 Lender) in its capacity as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term B-2 Lender must be continued in whole, and may not be continued in part, unless approved by the Agent and the Amendment No. 3 Arrangers.

Term B-2 Loans. (a) Continuation and Making of Term B-2 Loans. Subject to the terms and conditions set forth herein and in Amendment ▇▇. ▇, (i▇) each Continuing Term B-2 Lender agrees to continue all (or such lesser amount as notified to such Continuing Term B-2 Lender by the Amendment No. 3 Arrangers prior to the Amendment No. 3 Effective Date) of its Existing Term Loans as a Term B-2 Loan on the Amendment No. 3 Effective Date in a principal amount equal to such Continuing Term B-2 Lender’s Continuing Term B-2 Commitment (as defined below); and (ii) the Additional Term B-2 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Lender agrees to make a Term B-2 Loan to the Borrower on the First Amendment No. 3 Effective Date in Dollars in a principal amount not to exceed its Additional Term B-2 Loan Commitment, (ii) each Converting Consenting Term B Lender agrees to have all of its outstanding Term B Loans (or such lesser amount as allocated to such Converting Consenting Term B Lender by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion, and notified to such Converting Consenting Term A Lender prior to the Borrowers date of the First Amendment) converted to an equivalent principal amount of Term B-2 Loans effective as of the First Amendment Effective Date and (iii) each Non-Converting Consenting Term B Lender agrees to have all of its outstanding Existing Term B Loans prepaid and will purchase by assignment from the Additional Term Lender Term B-2 Loans in a principal amount equal to the Additional principal amount of such Existing Term B-2 Lender’s Additional Term B-2 Commitment B Loans (or such lesser amount as defined below). For purposes hereof, allocated to such Non-Converting Consenting Lender by the Additional Term B-2 Lender shall become a party to the Credit Agreement as the Additional Term B-2 Lender as of the Amendment No. 3 Effective Date by executing and delivering to the Administrative Agent, on or as determined by the Borrower and the Administrative Agent in their sole discretion, and notified to such Converting Consenting Term B Lender prior to the Amendment Nodate of the First Amendment). 3 Effective Date, the Lender Addendum (Additional Term B-2 LenderAmounts borrowed under this Section 2.01(a)(iii) in its capacity as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term B-2 Lender must be continued in whole, and repaid or prepaid may not be continued in partreborrowed. Term B-2 Loans may be Base Rate Loans or Eurocurrency Rate Loans, unless approved by the Agent and the Amendment No. 3 Arrangersas further provided herein.

Term B-2 Loans. (a) Continuation and Making of Each Lender listed on Schedule I (each a “Term B-2 LoansLender” and collectively, the “Term B-2 Lenders”) hereby commits to fund a Term B-2 Loan in Dollars in the principal amount set forth opposite such Term B-2 Lender’s name on Schedule I in a single drawing on the Amendment No. Subject to 2 Incremental Facility Effective Date on the terms and subject to the conditions set forth herein (i) such Term B-2 Lender’s Commitment, a “Term B-2 Commitment”). The Term B-2 Commitment of each Continuing Term B-2 Lender agrees shall be automatically and permanently reduced to continue all (or $0 upon the making of such lesser amount as notified to such Continuing Term B-2 Lender by the Amendment No. 3 Arrangers prior to the Amendment No. 3 Effective Date) of its Existing Term Loans as a Lender’s Term B-2 Loan on the Amendment No. 3 2 Incremental Facility Effective Date in a principal amount equal Date. (b) Pursuant to such Continuing Term B-2 Lender’s Continuing Term B-2 Commitment (as defined below); and (iiSection 2.14(d) the Additional Term B-2 Lender agrees to make a Term B-2 Loan on the Amendment No. 3 Effective Date to the Borrowers in a principal amount equal to the Additional Term B-2 Lender’s Additional Term B-2 Commitment (as defined below). For purposes hereof, the Additional Term B-2 Lender shall become a party to of the Credit Agreement as and subject to the Additional Term B-2 Lender terms and conditions set forth herein, effective as of the Amendment No. 3 2 Incremental Facility Effective Date, for all purposes of the Loan Documents (i) the Term B-2 Commitments shall constitute “Term Commitments”, (ii) the Term B-2 Loans shall constitute “Incremental Term Loans” and “Term Loans” and (iii) each Term B-2 Lender shall constitute an “Additional Lender”, “Term Lender” and a “Lender” (if such Term B-2 Lenders are not already Term Lenders or Lenders prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term Commitment (or, following the making of a Term B-2 Loan, a Term Loan), and other related terms will have correlative meanings mutatis mutandis, in each case with the same force and effect as if originally named therein. (c) The Borrower shall repay to the Administrative Agent for the ratable account of the Term B-2 Lenders holding Term B-2 Loans (i) on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Conversion Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-2 Loans outstanding on the Amendment No. 2 Incremental Facility Effective Date by executing (in each case, which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05 of the Amended Credit Agreement) and delivering (ii) on the Maturity Date for the Term B-2 Loans, the aggregate principal amount of all Term B-2 Loans outstanding on such date. (d) The other terms and conditions of the Term B-2 Loans, as set forth in the Amended Credit Agreement, including pricing and maturity shall be identical to those applicable to the Agent, on or Initial Term Loans outstanding immediately prior to the Amendment No. 3 Effective Date, the Lender Addendum (Additional Term B-2 Lender) in its capacity as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term B-2 Lender must be continued in whole, and may not be continued in part, unless approved by the Agent and the Amendment No. 3 Arrangers.2

Term B-2 Loans. (ai) Continuation and Making of Term B-2 Loans. Subject to the terms and conditions set forth herein hereof and of the Second Amendment, each Term B-1 Lender severally agrees to exchange its Exchanged Term B-1 Loans for a like principal amount of Term B-2 Loans on the Second Amendment Effective Date. (iii) Subject to the terms and conditions hereof and of the Second Amendment, each Continuing Additional Term B-2 Lender severally agrees to continue all (or such lesser amount as notified to such Continuing Term B-2 Lender by the Amendment No. 3 Arrangers prior to the Amendment No. 3 Effective Date) of its Existing Term Loans as a make an Additional Term B-2 Loan to the Borrower on the Second Amendment No. 3 Effective Date in a the principal amount equal to such Continuing Term B-2 Lender’s Continuing its Additional Term B-2 Commitment (as defined below); and (ii) on the Second Amendment Effective Date. The Borrower shall prepay the Non-Exchanged Term B-1 Loans with a like amount of the gross proceeds of the Additional Term B-2 Lender agrees Loans, concurrently with the receipt thereof. (iii) The Borrower shall pay to make a the Term B-1 Lenders immediately prior to the effectiveness of the Second Amendment all accrued and unpaid interest on the Exchanged Term B-1 Loans to, but not including, the Second Amendment Effective Date on such Second Amendment Effective Date and the Borrower shall thereafter pay breakage thereon to the extent required in accordance with Section 3.05 as though (solely for this purpose) each Exchanged Term B-1 Loan had been prepaid on such date. All Term B-2 Loan Loans will have an initial Interest Period beginning on the Second Amendment NoEffective Date. (iv) Amounts borrowed under this Section 2.01(c) and repaid or prepaid may not be reborrowed. 3 Effective Date to the Borrowers in a principal amount equal to the Additional Term B-2 Lender’s Additional Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (v) The Term B-2 Commitment (Loans shall have the same terms as defined below). For purposes hereof, the Additional Term B-2 Lender shall become a party to B-1 Loans as set forth in the Credit Agreement and Loan Documents before giving effect to the Second Amendment, except as modified by the Second Amendment; it being understood that the Term B-2 Loans (and all principal, interest and other amounts in respect thereof) will constitute “Obligations” under the Credit Agreement and the other Loan Documents and shall have the same rights and obligations under the Credit Agreement and the other Loan Documents as the Additional Term B-2 Lender as of the Amendment No. 3 Effective Date by executing and delivering to the Agent, on or B-1 Loans prior to the Second Amendment No. 3 Effective Date, . (i) Section 2.05(c)(ii) of the Lender Addendum (Additional Term B-2 Lender) Credit Agreement is hereby amended in its capacity entirety to read as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term B-2 Lender must be continued in whole, and may not be continued in part, unless approved by the Agent and the Amendment No. 3 Arrangers.follows:

Term B-2 Loans. (a) Continuation and Making of Term B-2 Loans. Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, each of the Term B-2 Lenders hereby (i) each Continuing commits to provide Term B-2 Lender Loans to the Company in the amount of its Term B-2 Commitment and (ii) agrees to continue all (or such lesser amount as notified to such Continuing fund Term B-2 Lender by the Amendment No. 3 Arrangers prior Loans to the Amendment No. 3 Effective Date) Company in the amount of its Existing Term Loans as a Term B-2 Loan Commitment, after which such commitment shall terminate immediately and without further action. The aggregate amount of the Term B-2 Commitments and the principal amount of the Term B-2 Loans allocated to the Cashless Option Lenders, in each case on the Amendment No. 3 Effective Date is $544,510,312.50. (b) The amendments set forth in this Section 1 constitute a principal amount equal “Refinancing Amendment” with respect to such Continuing the establishment of the Term B-2 Lender’s Continuing Commitments and the Term B-2 Commitment (as defined below); and (ii) the Additional Term B-2 Lender agrees to make a Loans. Each Term B-2 Loan on the Amendment No. 3 Effective Date to the Borrowers constitutes an “Other Term Loan” incurred in a principal amount equal to the Additional Term B-2 Lender’s Additional Term B-2 Commitment (as defined below). For purposes hereof, the Additional Term B-2 Lender shall become a party to the Credit Agreement as the Additional Term B-2 Lender as accordance with Section 2.30 of the Amendment No. 3 Effective Date by executing Amended Credit Agreement. (c) From and delivering to the Agent, on or prior to after the Amendment No. 3 Effective Date, the Lender Addendum (Additional Term B-2 LenderLoans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Lenders, of the Amended Credit Agreement and the other Loan Documents. (d) in its capacity as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term B-2 Lender must be continued in whole, From and may not be continued in part, unless approved by the Agent and after the Amendment No. 3 ArrangersEffective Date, the Term B-2 Lenders shall constitute “Lenders” and “Term Loan Lenders” for all purposes of, and with all the obligations, rights and remedies of a “Lender” and a “Term Loan Lender” under, the Amended Credit Agreement and the other Loan Documents. (e) The Borrower shall use the proceeds of the Term B-2 Loans to refinance outstanding Term B-1 Loans in full and to pay the related fees and expenses, including fees and expenses related to Amendment No. 2.

Term B-2 Loans. (a) Continuation and Making Pursuant to Section 2.17 of Term B-2 Loansthe Existing Credit Agreement, on the Amendment No. Subject to the terms and conditions set forth herein 2 Effective Date (i) each Continuing Term B-2 Lender Cashless Settlement Amendment No. 2 ▇▇▇▇ ▇▇▇▇▇▇ agrees to continue all exchange (which exchange, for the avoidance of doubt, shall be on a “cashless roll” basis) the entire aggregate principal amount (or such lesser amount as may be notified and allocated to such Continuing Cashless Settlement Amendment No. 2 Term B-2 Lender by the Amendment No. 3 Arrangers Administrative Agent prior to the Amendment No. 3 2 Effective Date, with the difference between the current amount and the allocated amount to be prepaid on the Amendment No. 2 Effective Date) of its Existing Cashless Settlement Term Loans as a into Term B-2 Loan Loans of a like principal amount, (ii) each Cash Settlement Amendment No. 2 Term Lender agrees to (x) have the entire aggregate principal amount of its Existing Cash Settlement Term Loans prepaid by the Borrower on the Amendment No. 3 2 Effective Date in and (y) purchase by assignment Term B-2 Loans of a like principal amount equal (or such lesser amount as may be notified and allocated to such Continuing Cash Settlement Amendment No. 2 Term B-2 Lender’s Continuing Term B-2 Commitment (as defined below); Lender by the Administrative Agent) and (iiiii) the Additional Term B-2 Lender agrees to make a Term B-2 Loans to the Initial Borrower in Dollars in the amount set forth opposite its name on Schedule I hereto under the heading “Additional Term B-2 Commitment”. (b) The Additional Term B-2 Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan on Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Amendment No. 3 Effective Date 2 Lead Arranger, the Amendment No. 2 Joint Bookrunners, any other Term B-2 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Borrowers Administrative Agent and the Collateral Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a principal amount equal to Lender, a Term B-2 Lender and/or a Term Lender, as applicable. (c) Upon (i) the execution of a counterpart of this Amendment by the Additional Term B-2 Lender’s Additional Term B-2 Commitment , the Administrative Agent, GBT and the Initial Borrower and (as defined below). For purposes ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, the Additional Term B-2 Lender party to this Amendment shall become a party to Lender, a Term B-2 Lender and a Term Lender under the Credit Agreement as and shall have the Additional Term B-2 Lender Commitment set forth on Schedule I hereto, effective as of the Amendment No. 3 Effective Date by executing and delivering to the Agent, on or prior to the Amendment No. 3 Effective Date, the Lender Addendum (Additional Term B-2 Lender) in its capacity as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term B-2 Lender must be continued in whole, and may not be continued in part, unless approved by the Agent and the Amendment No. 3 Arrangers.2

Term B-2 Loans. (a) Continuation and Making of Term B-2 Loans. Subject to the terms and conditions set forth herein herein, (ia) each Continuing Converting Term B Lender severally agrees to convert all or a portion of such Converting Term B Lender’s Existing Term B Loans, in an aggregate principal amount equal to its Converted Term B-2 Lender agrees to continue all (or such lesser amount as notified to such Continuing Term B-2 Lender by the Amendment No. 3 Arrangers prior to the Amendment No. 3 Effective Date) of its Existing Term Loans as Loan Commitment, into a Term B-2 Loan on the Second Amendment No. 3 Effective Date and (ii) each Additional Term B-2 Lender severally agrees to make an Additional Term B-2 Loan on the Second Amendment Effective Date to the Company in a an aggregate principal amount equal to such Continuing Term B-2 Lender’s Continuing Term B-2 Commitment (as defined below); and (ii) the Additional Term B-2 Lender agrees to make a Term B-2 Loan on the Amendment No. 3 Effective Date to the Borrowers in a principal amount equal to the Additional Term B-2 Lender’s Additional Term B-2 Commitment Loan Commitment. Without limiting the generality of the foregoing, each Converting Term B Lender shall have a commitment to acquire, by conversion, Term B-2 Loans in the amount of its Existing Term B Loans then held by such Converting Term B Lender. Each party hereto acknowledges and agrees that notwithstanding any such conversion, each such Converting Term B Lender shall be entitled to receive payment on the Second Amendment Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term B Loans that are subject to such conversion. (as defined below). b) For purposes hereof, the Additional Term B-2 Lender a Person shall become a party to the Amended Credit Agreement as the Additional and a Term B-2 Lender as of the Second Amendment No. 3 Effective Date by executing and delivering to the Administrative Agent, on or prior to the Second Amendment No. 3 Effective Date, the a Lender Addendum (in its capacity as an Additional Term B-2 Lender. (c) Not later than 1:00 p.m., New York City time, on the Second Amendment Effective Date, (x) each Additional Term B-2 Lender shall make its Term B-2 Loan by making available to the Administrative Agent at the Administrative Agent’s Office an amount in immediately available funds equal to its capacity as Additional Term B-2 Loan Commitment and (y) the Existing Term B Loans of each Converting Term B Lender, in an amount equal to such Lender’s Converted Term B-2 Loan Commitment, shall be converted into, and continue as, Term B-2 Loans of the same principal amount (it being understood that such conversion may be implemented pursuant to procedures specified by the Lead Left Arranger, including by a deemed conversion thereof or by repayment of the Existing Term B Loans of Converting Term B Lenders followed by a subsequent assignment to it of Term B-2 Loans in the same amount). The commitments of the Additional Term B-2 Lenders and the conversion undertakings of the Converting Term B-2 Lenders are several, and no such Term B-2 Lender will be responsible for any other Term B-2 Lender’s failure to make or acquire by conversion its Term B-2 Loan. For The Term B-2 Loans may from time to time be Base Rate Loans or Eurocurrency Loans as determined by the avoidance Company and notified to the Administrative Agent pursuant to the terms of doubtthe Amended Credit Agreement. Term B-2 Loans which are repaid or prepaid may not be reborrowed. (d) The obligation of each Term B-2 Lender to make or acquire by conversion Term B-2 Loans on the Second Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 7 of this Second Amendment. (e) Subject to the terms and conditions set forth herein, on and after the Second Amendment Effective Date, unless the context otherwise clearly requires, for all purposes of the Loan Documents, (i) the Term B-2 Loan Commitments shall constitute “Term B Commitments”, “Term Commitments” and “Commitments”, (ii) the Term B-2 Loans shall constitute “Term B Loans”, “Term Loans” and “Loans” and (iii) each Term B-2 Lender shall become a “Term B Lender”, a “Term Lender” and a “Lender” (if such Term B-2 Lender is not already a Lender prior to the effectiveness of this Second Amendment) and shall have all the rights and obligations of a Lender holding a Term B Commitment (or, following the making and/or conversion of a Term B-2 Loan, a Term B Loan). Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, taxes (and other provisions of Article III of the Credit Agreement), increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term B Lender in respect of such Lender’s Existing Term Loans. (f) The Existing Term B Lenders party hereto hereby agree to waive the notice requirements of Section 2.05 of the Credit Agreement in connection with the prepayment or replacement of Existing Term B Loans contemplated hereby. (g) In the event that the aggregate amount of Term B-2 Loan Commitments exceeds the aggregate principal amount of Existing Term B Loans subject to conversion hereunder, the Existing Term B Loans not converted hereunder shall, immediately upon the effectiveness of this Second Amendment, be repaid in an aggregate principal amount equal to such excess (such amount, the “Excess Amount”) (together with any unpaid fees and interest accrued thereon (including funding losses payable to any Existing Term B Lenders pursuant to Section 3.05 of the Credit Agreement)) with the proceeds of the Term B-2 Loans and other funds available to the Company. The Company shall, on the Second Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Existing Term B Lenders immediately prior to the Second Amendment Effective Date, all interest, fees and other amounts accrued to the Second Amendment Effective Date with respect to the Existing Term B Loans that are converted pursuant to Section 2(a) of this Amendment. (h) Each Term B-2 Lender, by delivering a Continuing Conversion Election Form or Lender Addendum, as applicable, to this Amendment and funding or converting its Existing Term B Loans into, Term B-2 Loans on the Second Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lenders on the Second Amendment Effective Date. (i) Each Term B-2 Lender must be continued in whole(a) represents and warrants to the Administrative Agent that (i)(A) it has full power and authority, and may not has taken all action necessary, to execute and deliver this Second Amendment and to consummate the transactions contemplated hereby and thereby and to become a Term B-2 Lender under the Amended Credit Agreement in respect of the Term B-2 Loans, and (B) neither its execution and delivery of this Second Amendment nor the consummation of the transactions contemplated hereby or thereby conflict with such Term B-2 Lender’s organizational documents or material contracts or with any applicable law, (ii) from and after the Second Amendment Effective Date, it shall be continued in part, unless approved bound by the provisions of the Amended Credit Agreement as a Lender thereunder and, to the extent of its Term B-2 Loans, shall have the obligations of a Lender thereunder and (iii) it has received a copy of this Second Amendment, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into its Term B-2 Commitment and to accept its Term B-2 Loans, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that (i) it will, independently and without reliance on the Amendment No. 3 ArrangersAdministrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender thereunder, and (iii) it hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Amended Credit Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Amended Credit Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.

Term B-2 Loans. (a) Continuation and Making Pursuant to Section 2.21 of Term B-2 Loansthe Credit Agreement, on the Amendment No. Subject to the terms and conditions set forth herein 5 Effective Date, (i) each Continuing Rollover Amendment No. 5 Term B-2 Lender agrees to continue all exchange (via cashless roll) the entire aggregate principal amount of its Existing Term Loans for a like principal amount (or such lesser amount as may be notified and allocated to such Continuing Rollover Amendment No. 5 Term B-2 Lender by the Amendment No. 3 Arrangers prior 5 Lead Left Arranger, with the difference between the current amount and the allocated amount to be prepaid on the Amendment No. 3 5 Effective Date) of Term B-2 Loans on the Amendment No. 5 Effective Date, (ii) each Cash Settlement Amendment No. 5 Term Lender agrees to have the entire aggregate principal amount of its Existing Term Loans as a Term B-2 Loan prepaid on the Amendment No. 3 5 Effective Date in a and to purchase (including through its Affiliates) by assignment from the Additional Term B-2 Lender the aggregate principal amount equal of Term B-2 Loans committed to separately by such Cash Settlement Amendment No. 5 Term Lender (or such lesser amount as may be notified and allocated to such Continuing Cash Settlement Amendment No. 5 Term B-2 Lender’s Continuing Term B-2 Commitment (as defined below); Lender by the Amendment No. 5 Lead Left Arranger) and (iiiii) the Additional Term B-2 Lender agrees to make a Term B-2 Loan on the Amendment No. 3 Effective Date Loans to the Borrowers Borrower in a principal the amount equal to set forth opposite its name on Schedule 1 hereto under the heading “Additional Term B-2 Commitment”; it being understood that the aggregate amount of the Additional Term B-2 Lender’s Additional Term B-2 Commitment (as defined below). For purposes hereof, of the Additional Term B-2 Lender shall become a party to equal the Credit Agreement as the Additional Term B-2 Lender as outstanding aggregate principal amount of the Non-Exchanged Amendment No. 3 Effective Date by executing and delivering to the Agent, on or prior to the Amendment No. 3 Effective Date, the Lender Addendum (Additional Term B-2 Lender) in its capacity as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term B-2 Lender must be continued in whole, and may not be continued in part, unless approved by the Agent and the Amendment No. 3 Arrangers.5

Term B-2 Loans. (a) Continuation and Making On the Amendment No. 5 Effective Date, each of the Additional Term B-2 Lenders will make Additional Term B-2 Loans to the Borrower pursuant to Section 2.01(g) of the Amended Credit Agreement. The Additional Term B-2 Loans will constitute a Term Loan for all purposes under the Amended Credit Agreement; provided that pursuant to this Amendment, each such Additional Term B-2 Loan shall constitute an “Other Term Loan” for all purposes of the Amended Credit Agreement, each such Additional Term B-2 Commitment shall constitute a commitment in respect of Term B-2 LoansLoans for all purposes of the Amended Credit Agreement, and all provisions of the Amended Credit Agreement applicable to Term B-2 Loans and commitments in respect of Term B-2 Loans shall be applicable to such Additional Term B-2 Loans and Additional Term B-2 Commitments, respectively. (b) Each Additional Term B-2 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agents, the Amendment No. Subject 5 Lead Arrangers, any other Term B-2 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Agents to take actions as agents on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-2 Lender, the Term Administrative Agent, Holdings, the Borrower and the other Guarantors party hereto, (ii) the execution of the Term B-1 Lender Consents by the Consenting Term B-1 Lenders and (iii) the delivery to the Term Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-2 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Additional Term B-2 Commitment set forth on Annex A hereto, effective as of the Amendment No. 5 Effective Date. (d) This Amendment shall constitute (i) a Refinancing Amendment and (ii) a notice to the Term Administrative Agent as required pursuant to Section 2.21 of the Amended Credit Agreement, in each case, with respect to the Additional Term B-2 Loans for all purposes under the Amended Credit Agreement. (e) Pursuant to Section 2.21 of the Credit Agreement and subject to the terms and conditions set forth herein (i) each Continuing Term B-2 Lender agrees to continue all (or such lesser amount herein, effective as notified to such Continuing Term B-2 Lender by of the Amendment No. 3 Arrangers prior to the Amendment No. 3 5 Effective Date, for all purposes of the Loan Documents, (i) of its Existing Term Loans as a the Additional Term B-2 Loan on the Amendment No. 3 Effective Date in a principal amount equal to such Continuing Commitments shall constitute “Term B-2 Lender’s Continuing Term B-2 Commitment (as defined below); and Commitments,” (ii) the Additional Term B-2 Lender agrees to make a Loans shall constitute “Other Term Loans,” “Term B-2 Loan on the Amendment No. 3 Effective Date to the Borrowers in a principal amount equal to the Additional Loans” and “Term B-2 Lender’s Additional Term B-2 Commitment Loans” and (as defined below). For purposes hereof, the iii) each Additional Term B-2 Lender shall become constitute an “Additional Lender,” a party to “Term B-2 Lender,” a “Term Lender” and a “Lender” and shall have all the Credit Agreement as rights and obligations of a Lender holding a Term Commitment (or, following the making of an Additional Term B-2 Lender as of the Amendment No. 3 Effective Date by executing and delivering to the AgentLoan, on or prior to the Amendment No. 3 Effective Date, the Lender Addendum (Additional a Term B-2 Lender) in its capacity as the Additional Term B-2 Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term B-2 Lender must be continued in wholeLoan), and may not be continued in part, unless approved by the Agent and the Amendment No. 3 Arrangersother related terms will have correlative meanings mutatis mutandis.