The Lenders set forth on the Register (immediately prior to giving effect to this Amendment) that have notified the Administrative Agent of their intention to convert some or all of the portion the Tranche B-1 Term Loan into the Tranche B-3 Term Loan (each such Lender, a “B-3 Converting Lender”) are the lenders of record of the portion of the Tranche B-1 Term Loan as set forth on the Register opposite such Lender’s name. Each such B-3 Converting Lender represents and warrants that it holds such portion of the Tranche B-1 Term Loan and has not assigned or participated such portion of the Tranche B-1 Term Loan to any other Person.

The Lenders set forth on the Register (immediately prior to giving effect to this Amendment) that have notified the Administrative Agent of their intention to convert some or all of the portion of the Tranche B-2 Term Loan into the Tranche B-4 Term Loan (each such Lender, a “B-4 Converting Lender”) are the lenders of record of the portion of the Tranche B-2 Term Loan as set forth on the Register opposite such Lender’s name. Each such B-4 Converting Lender represents and warrants that it holds such portion of the Tranche B-2 Term Loan and has not assigned or participated such portion of the Tranche B-2 Term Loan to any other Person.

The Borrower, the Administrative Agent and each B-3 Converting Lender hereby agree that on the Effective Date the principal amount of the portion of the Tranche B-1 Term Loan set forth on the Register (immediately prior to giving effect to this Amendment) opposite such B-3 Converting Lender’s name and owing to such B-3 Converting Lender under the Credit Agreement (or such lesser amount as notified by the Administrative Agent) shall be converted (the “B-3 Conversion”) into a portion of the Tranche B-3 Term Loan in an aggregate principal amount equal to the amount set forth on the Register (immediately after giving effect to this Amendment) opposite such B-3 Converting Lender’s name, as contemplated by and to be evidenced and governed by the Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Credit Agreement, in each case, as amended by this Amendment.

In order to effect the B-3 Conversion, # the Administrative Agent has notified the Borrower that upon the Effective Date it will mark the Register to reflect the Tranche B-1 Term Loan as no longer outstanding on the Effective Date and # each B-3 Converting Lender will have been deemed to become a party to the Credit Agreement as a Tranche B-3 Term Lender on the Effective Date in respect of the Tranche B-3 Term Loan in the amount set forth opposite such B-3 Converting Lender’s name on the Register (immediately after giving effect to this Amendment). The B-3 Conversion will not affect the right of any B-3 Converting Lender to receive any accrued and unpaid interest with respect to the Tranche B-1 Term Loan that is owed to such B-3 Converting Lender, all of which shall be paid by the Borrower on the Effective Date (but it is understood and agreed that the Tranche B-1 Term Loan shall not bear any interest from and after the B-3 Conversion). Furthermore, each B-3 Converting Lender agrees that, effective upon the B-3 Conversion and subject to receipt of such accrued and unpaid interest, it no longer holds any portion of the Tranche B-1 Term Loan.

The Borrower, the Administrative Agent and each B-4 Converting Lender hereby agree that on the Effective Date the principal amount of the portion of the Tranche B-2 Term Loan set forth on the Register (immediately prior to giving effect to this Amendment) opposite such B-4 Converting Lender’s name and owing to such B-4 Converting Lender under the Credit Agreement (or such lesser amount as notified by the Administrative Agent) shall be converted (the “B-4 Conversion”) into a portion of the Tranche B-4 Term Loan in an aggregate principal amount equal to the amount set forth on the Register (immediately after giving effect to this Amendment) opposite such B-4 Converting Lender’s name, as contemplated by and to be evidenced and governed by the Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Credit Agreement, in each case, as amended by this Amendment.