On the Amendment No. 1 Effective Date, the Borrower shall apply the aggregate proceeds of the Additional Refinancing Term Loans to prepay in full the principal amount of all Non-Exchanged Term Loans. The commitments of the Exchanging Term Lenders and the Additional Refinancing Term Lenders are several and not joint and no 2017 Refinancing Term Lender will be responsible for any other 2017 Refinancing Term Lender’s failure to make or acquire the 2017 Refinancing Term Loans.

On the Amendment No. 2 Effective Date, each Amendment No. 2 Incremental Term Lender agrees to make to the Borrower Amendment No. 2 Incremental Term Loans denominated in Dollars in an aggregate principal amount equal to the Amendment No. 2 Incremental Term Commitment of such Amendment No. 2 Incremental Term Lender. The Amendment No. 2 Incremental Term Commitment provided for hereunder shall terminate on the Amendment No. 2 Effective Date immediately upon the borrowing of the Amendment No. 2 Incremental Term Loans pursuant to this Section 2(b). Any Amendment No. 2 Incremental Term Loans repaid or prepaid may not be reborrowed. The Amendment No. 2 Incremental Term Loans shall be initially incurred as Eurocurrency Loans which shall be added to (and thereafter deemed to constitute a part of) the then outstanding Advance of Initial Term Loans (the “Original Outstanding Initial Term Loan Advance”) on a pro rata basis, with such new Advance subject to # an Interest Period which commences on the Amendment No. 2 Effective Date and ends on the last day of the Interest Period applicable to the Original Outstanding Initial Term Loan Advance to which it is so added and # the same Eurocurrency Rate applicable to the Original Outstanding Initial Term Loan Advance. As used herein, “Advance” shall mean amounts advanced by the Lenders (or any of them, as applicable) to or for the benefit of the Borrower pursuant to Article II of the Amended Credit Agreement on the occasion of any borrowing and having the same initial Applicable Rate and Interest Period, as applicable, and any request for Advance or other borrowing hereunder; and “Advances” shall mean more than one Advance; provided that immediately following the incurrence of the Amendment No. 2 Incremental Term Loans on the Amendment No. 2 Effective Date, the term “Advance” shall include each consolidated “Advance” of the Initial Term Loans and the Amendment No. 2 Incremental Term Loans.

On the Amendment No. 1 Effective Date, the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the 2017 Refinancing Term Lenders and dated the Amendment No. 1 Effective Date) of # Sullivan & Cromwell LLP, counsel to the Loan Parties and # local counsel in each jurisdiction in which a Loan Party is organized and the laws of which are not covered by the opinion referred to in # above, in each case in form and substance reasonably satisfactory to the Administrative Agent.

On the Amendment No. 4 Effective Date after giving effect to this Amendment, # each of the representations and warranties contained in Section 4 of the Existing Credit Agreement are true and correct in all material respects on and as of the Amendment No. 4 Effective Date (except for those representations and warranties that are conditioned by materiality, which are true and correct in all respects) to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which were true and correct in all respects) on and as of such earlier date, # no event shall have occurred and be continuing or would result from the consummation of this Amendment that would constitute an Event of Default under the Existing Credit Agreement.

On the Amendment No. 2 Effective Date (after giving effect to the establishment of the Amendment No. 2 Incremental Revolving Commitments), the portion of [Schedule 2.01] of the Existing Credit Agreement with respect to Revolving Commitments shall be amended to reflect the following Revolving Commitments of the Revolving Lenders:

The Amendment No. 2 Incremental Lenders and the Administrative Agent shall have received a customary written opinion (addressed to the Amendment No. 2 Incremental Lenders, the Issuing Banks, the Collateral Agent and the Administrative Agent and dated the Amendment No. 2 Effective Date) from Kirkland & Ellis LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent (and each of the Borrower and Holdings hereby instructs Kirkland & Ellis LLP to deliver such legal opinion).

The Amendment No. 2 Incremental Term Loans shall be funded on the Amendment No. 2 Effective Date as a single borrowing as set forth in the Committed Loan Notice to be delivered to the Administrative Agent pursuant to the condition set forth in Section 4(g) hereof.

The Amendment No. 1 Refinancing Term Loans extended by the Refinancing Term Lenders shall be deemed to be “Refinancing Term Loans” and “Term Loans”, the Refinancing Term Lenders shall be deemed to be “Lenders” and this Amendment shall be deemed to be a “Refinancing Amendment” and a “Loan Document”, in each case, for all purposes of the Amended Credit Agreement and the other Loan Documents. The Borrower and the Administrative Agent hereby consent, pursuant to [Sections 9.04 and 2.20(b)] of the Credit Agreement, to the inclusion as an additional “Lender” of each New Lender that is not an Affiliate of an Existing Term Lender or an Approved Fund.

On the Amendment No. 2 Effective Date, each Revolving Lender immediately prior to the Amendment No. 2 Effective Date will automatically and without further act be deemed to have assigned to each Amendment No. 2 Incremental Revolving Lender with an Amendment No. 2 USD Tranche Incremental Revolving Commitment, and each such Amendment No. 2 Incremental Revolving Lender with an Amendment No. 2 USD Tranche Incremental Revolving Commitment will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations under the Amended Credit Agreement in outstanding USD Tranche Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations under the Amended Credit Agreement in USD Tranche Letters of Credit held by each USD Tranche Revolving Lender (including each Amendment No. 2 USD Tranche Incremental Revolving Lender) will equal the percentage of the aggregate initial USD Tranche Revolving Commitments of all Lenders represented by such Revolving Lender’s initial USD Tranche Revolving Commitments (in each case after giving effect to this Amendment and the addition of the Amendment No. 2 USD Tranche Incremental Revolving Commitments).

On the Amendment No. 2 Effective Date, each Amendment No. 2 Incremental Revolving Lender agrees to establish the applicable Amendment No. 2 Incremental Revolving Commitments in an aggregate amount equal to the applicable Amendment No. 2 Incremental Revolving Commitment of such Amendment No. 2 Incremental Revolving Lender set forth opposite its name on [Schedule I] hereto.