Subject to the terms and conditions set forth herein and the Credit Agreement (as amended by this Amendment), each Tranche B-3 Term Lender severally agrees to make its portion of the Tranche B-3 Term Loan to the Borrower in Dollars in a single advance on the Effective Date (as hereinafter defined) in the amount as set forth on the Register (immediately after giving effect to this Amendment (including the Tranche B-3 Term Lenders who have notified the Administrative Agent of their intention to fund their portion of the Tranche B-3 Term Loan pursuant to the B-3 Conversion (as hereinafter defined)). Amounts repaid on the Tranche B-3 Term Loan may not be reborrowed. The Tranche B-3 Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided in the Credit Agreement.

Tranche B-3 Term Loan. Beginning with the fiscal quarter ending ​, the Borrower shall repay the outstanding principal amount of the Tranche B-3 Term Loan # in equal quarterly installments equal to 0.25% of the outstanding amount of the Tranche B-3 Term Loan as of the effective date of the Second Refinancing Facilities Amendment to this Agreement on the last Business Day of each March, June, September and December (as such installments may hereafter be adjusted as a result of prepayments made pursuant to [Section 2.05]), unless accelerated sooner pursuant to [Section 9.02] and # on the Maturity Date the outstanding principal amount of the Tranche B-3 Term Loan on such date.

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.

Tranche B-3 Repricing Transaction. At the time of the effectiveness of any Tranche B-3 Repricing Transaction that is consummated after the effective date of the Second Refinancing Facilities Amendment to this Agreement and on or prior to the date that is six (6) months following the effective date of the Second Refinancing

“Tranche B-3 Term Loan ​” means, at any time, any ​ that has a Tranche B-3 Term Loan Commitment or an outstanding Tranche B-3 Term Loan at such time.

Substantially concurrent with the advance of the Tranche B-3 Term Loan, the Borrower shall prepay the existing Tranche B-1 Term Loan in full with the proceeds of the Tranche B-3 Term Loan (or, to the extent of the portion of the existing Tranche B-1 Term Loan held by B-3 Converting Lenders (as hereinafter defined), convert such portion of the existing Tranche B-1 Term Loan into the Tranche B-3 Term Loan as allocated by the Administrative Agent).

On the Funding Date (as defined below), the Borrowers shall borrow, on a joint and several basis, New Term Loans denominated in Dollars in an aggregate principal amount of ​ (the “Tranche B-3 Term Loans”) from the persons listed on [Schedule A] hereto under the heading “Tranche B-3 Term Loan ​” (each, a “Tranche B-3 Term Loan ​” and, collectively, the “Tranche B-3 Term Loan ​”), which Tranche B-3 Term Loans (the “Tranche B-3 Term Loan Facility”) shall be established under and in accordance with [Section 2.14] of the Existing Credit Agreement as a new and separate tranche of Term Loans constituting Refinancing Incremental Term Loans, and each Tranche B-3 Term Loan ​ has agreed, pursuant to the terms and conditions set forth herein, to fund the Tranche B-3 Term Loans on the Funding Date in an aggregate principal amount equal to the amount set forth opposite its name on [Schedule A] hereto under the heading “Tranche B-3 Term Loan Commitments” (as to each Tranche B-3 Term Loan ​, the “Tranche B-3 Term Loan Commitment”).

“Tranche B-1 Term Loan” has the meaning specified in [Section 2.01]; provided that, from and after the Amendment No. 3 Funding Date, “Tranche B-1 Term Loans” shall include the 2021-1 Incremental Term Loans.

Each of the currently existing Tranche B-2 Term Loan ​ that has indicated its consent to cashlessly roll its existing Tranche B-2 Term Loans into the Tranche B-3 Term Loans shall be deemed to have agreed to the terms of this Amendment and the Amended Credit Agreement.

“Tranche B-3 Term Loan Facility” has the meaning specified in the definition of “Facility”.