Common use of Incremental Facility Amendments Clause in Contracts

Incremental Facility Amendments. (a) The Term B-3 Lender hereby agrees to provide the commitment for the entire amount of the Term B-3 Loans (the “Term B-3 Commitment”). The Term B-3 Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. The Term B-3 Lender, the Administrative Agent, Holdings and the Borrower agree that this Section 3 of the Amendment is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.14 of the Credit Agreement and shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.14(c) of the Credit Agreement. Upon the incurrence of the Term B-3 Loans pursuant to this Amendment, such Term B-3 Loans (x) shall be a new and separate Class of Term Loans and (y) shall have the terms and conditions and the rights, remedies, protections, guarantees and collateral security afforded to the Obligations under the Credit Agreement and the other Loan Documents, as provided in the Existing Credit Agreement as of the Incremental Amendment Effective Date (immediately after the occurrence thereof). (b) Upon the occurrence of the Incremental Amendment Effective Date, the Term B- 3 Lender (i) shall be obligated to make the Term B-3 Loans as provided in this Amendment on the terms, and subject to the conditions, set forth in this Amendment and (ii) to the extent provided in this Amendment and the Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. (c) The Term B-3 Commitment of the Term B-3 Loan Lender shall automatically terminate upon the funding of the Term B-3 Loans on the Incremental Amendment Effective Date.

Incremental Facility Amendments. (a) The Term B-3 Lender hereby agrees to provide the commitment for the entire amount of the Term B-3 Loans (the “Term B-3 Commitment”). The Term B-3 Commitment provided Each Incremental Revolving Facility Increase will become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Amendment shall be subject to all of Agreement and, as appropriate, the terms other Loan Documents, executed by the Borrower, the applicable Incremental Lenders and conditions set forth in the Credit Agreement. The Term B-3 Lender, the Administrative Agent, Holdings and . The Administrative Agent will promptly notify each Lender as to the Borrower agree that this Section 3 effectiveness of each Incremental Facility Amendment. Each of the Amendment is necessary and appropriateparties hereto hereby agrees that, in each upon the effectiveness of their reasonable opinions, to effect the provisions of Section 2.14 of the Credit Agreement and shall constitute an any Incremental Amendment pursuant to and in accordance with Section 2.14(c) of the Credit Agreement. Upon the incurrence of the Term B-3 Loans pursuant to this Facility Amendment, such Term B-3 Loans (x) shall be a new and separate Class of Term Loans and (y) shall have the terms and conditions and the rights, remedies, protections, guarantees and collateral security afforded to the Obligations under the Credit this Agreement and the other Loan Documents, as provided in applicable, will be deemed amended to the Existing Credit Agreement as extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Amendment Effective Date (immediately after the occurrence thereof)Revolving Facility Increase evidenced thereby. (b) Upon the occurrence of the each Incremental Amendment Effective Date, the Term B- 3 Lender Revolving Facility Increase in accordance with this Section 2.21: (i) shall each Incremental Lender in respect of such increase will automatically and without further act be obligated deemed to make have assumed a portion of each Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the Term B-3 percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans as provided in this Amendment on held by each Lender (including each such Incremental Lender) will equal the terms, and subject to percentage of the conditions, set forth in this Amendment and aggregate Revolving Facility Commitments of all Lenders represented by such Lender’s Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the extent provided in this Amendment and percentage of the Credit Agreementaggregate Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate Revolving Facility Commitments of all Lenders represented by such Lender’s Revolving Facility Commitment, shall have which may be accomplished, at the rights and obligations discretion of the Administrative Agent following consultation with the Borrower, by: (A) requiring the outstanding Loans to be prepaid with the proceeds of a Lender thereunder and under the other applicable Loan Documents.new Borrowing; (cB) The Term B-3 Commitment causing non-increasing Lenders to assign portions of their outstanding Loans to Incremental Lenders; or (C) a combination of the Term B-3 Loan Lender shall automatically terminate upon the funding of the Term B-3 Loans on the Incremental Amendment Effective Dateforegoing.

Incremental Facility Amendments. (a) The Incremental Term B-3 B-2 Lender hereby agrees to provide the commitment for the entire amount of the Incremental Term B-3 B-2 Loans (the “Incremental Term B-3 B-2 Commitment”). The Incremental Term B-3 B-2 Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. The Incremental Term B-3 B-2 Lender, the Administrative Agent, Holdings and the Borrower agree that this Section 3 of the Amendment is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.14 of the Credit Agreement and that this Amendment shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.14(c) of the Credit Agreement. Upon the incurrence of the Incremental Term B-3 B-2 Loans pursuant to this Amendment, such Incremental Term B-3 B-2 Loans (x) shall be a new and separate part of the same fungible Class of Term B-2 Loans that were outstanding immediately prior to the Amendment No. 3 Effective Date and (y) shall have be subject to the same terms and conditions and the same rights, remedies, protections, guarantees and collateral security afforded to the Obligations under the Existing Credit Agreement and the other Loan Documents, Documents as provided in the Existing Credit Agreement currently existing Term B-2 Loans as of the Incremental Amendment No. 3 Effective Date (immediately after prior to the occurrence thereof). (b) Upon the occurrence of the Incremental Amendment No. 3 Effective Date, the Incremental Term B- 3 B-2 Lender (i) shall be obligated to make the Incremental Term B-3 B-2 Loans as provided in this Amendment on the terms, and subject to the conditions, set forth in this Amendment and (ii) to the extent provided in this Amendment and the Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. (c) The Incremental Term B-3 B-2 Commitment of the Incremental Term B-3 Loan B-2 Lender shall automatically terminate upon the funding of the Incremental Term B-3 B-2 Loans on the Incremental Amendment No. 3 Effective Date.

Incremental Facility Amendments. (a) Each of the Existing Revolving Credit Lenders (immediately following the effectiveness of Sections 1 and 2 above), on a several and not joint basis, hereby agrees to provide the commitment for the amount of the Revolving Commitment Increase set forth next to such Existing Revolving Credit Lender’s name on Schedule I hereto. The Revolving Commitment Increase provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. The Existing Revolving Credit Lenders, the Administrative Agent, Holdings and the Borrower agree that this Section 3 of the Amendment is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.14 of the Credit Agreement and shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.14(c) of the Credit Agreement. Immediately following the Amendment No. 1 Effective Date, the Revolving Commitment Increase (x) shall be part of the same Class of Revolving Credit Loans that were outstanding immediately prior to the Amendment No. 1 Effective Date and (y) shall be subject to the same terms and conditions and the same rights, remedies, protections, guarantees and collateral security afforded to the Obligations under the Existing Credit Agreement and the other Loan Documents, as the currently existing Revolving Credit Commitments and Revolving Credit Loans as of the Amendment No. 1 Effective Date (immediately prior to the occurrence thereof). (b) The New Term B-1 Lender (immediately following the effectiveness of Sections 1 and 2 above) hereby agrees to provide the commitment for the entire amount of the New Term B-1 Loans (the “New Term B-1 Commitment”). The New Term B-1 Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. The New Term B-1 Lender, the Administrative Agent, Holdings and the Borrower agree that this Section 3 of the Amendment is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.14 of the Credit Agreement and shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.14(c) of the Credit Agreement. Upon the incurrence of the New Term B-1 Loans pursuant to this Amendment, such New Term B-1 Loans (x) shall be part of the same Class of Term Loans that were outstanding immediately prior to the Amendment No. 1 Effective Date and (y) shall be subject to the same terms and conditions and the same rights, remedies, protections, guarantees and collateral security afforded to the Obligations under the Existing Credit Agreement and the other Loan Documents, as the currently existing Term Loans as of the Amendment No. 1 Effective Date (immediately prior to the occurrence thereof). (c) The Term B-3 B-2 Lender (immediately following the effectiveness of Sections 1 and 2 above) hereby agrees to provide the commitment for the entire amount of the Term B-3 B-2 Loans (the “Term B-3 B-2 Commitment”). The Term B-3 B-2 Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. The Term B-3 B-2 Lender, the Administrative Agent, Holdings and the Borrower agree that this Section 3 of the Amendment is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.14 of the Credit Agreement and shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.14(c) of the Credit Agreement. Upon the incurrence of the Term B-3 B-2 Loans pursuant to this Amendment, such Term B-3 B-2 Loans (x) shall be a new and separate Class of Term Loans and (y) shall have the terms and conditions and the rights, remedies, protections, guarantees and collateral security afforded to the Obligations under the Credit Agreement and the other Loan Documents, as provided in the Existing Credit Agreement as of the Incremental Amendment No. 1 Effective Date (immediately after the occurrence thereof). (bd) On the Amendment No. 1 Effective Date, (i) the Administrative Agent shall reallocate all Revolving Credit Loans outstanding immediately prior to the Amendment No. 1 Effective Date (such Revolving Credit Loans, the “Existing Revolving Credit Loans”) among all the Revolving Credit Lenders such that each Revolving Credit Lender holds its Pro Rata Share (determined by reference to the Revolving Credit Commitments after giving effect to the Increased Revolving Facility contemplated by this Amendment) of the Existing Revolving Credit Loans and (ii) the participations in all Letters of Credit outstanding immediately prior to the Amendment No. 1 Effective Date (such Letters of Credit, the “Existing L/Cs”) shall be deemed to be reallocated among all the Revolving Credit Lenders such that the participations in the Existing L/Cs are held on a pro rata basis by the Revolving Credit Lenders in accordance with their Pro Rata Share (determined by reference to the Revolving Credit Commitments under the Increased Revolving Facility contemplated by this Amendment), in each case in accordance with Section 2.14(d) of the Credit Agreement. (e) Upon the occurrence of the Incremental Amendment No. 1 Effective Date, the New Term B- 3 B-1 Lender (i) shall be obligated to make the New Term B-3 B-1 Loans as provided in this Amendment on the terms, and subject to the conditions, set forth in this Amendment and (ii) to the extent provided in this Amendment and the Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. (cf) Upon the occurrence of the Amendment No. 1 Effective Date, the Term B-2 Lender (i) shall be obligated to make the Term B-2 Loans as provided in this Amendment on the terms, and subject to the conditions, set forth in this Amendment and (ii) to the extent provided in this Amendment and the Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. (g) The New Term B-1 Commitment of the New Term B-1 Lender shall automatically terminate upon the funding of the New Term B-1 Loans on the Amendment No. 1 Effective Date. (h) The Term B-3 B-2 Commitment of the Term B-3 B-2 Loan Lender shall automatically terminate upon the funding of the Term B-3 B-2 Loans on the Incremental Amendment No. 1 Effective Date.

Incremental Facility Amendments. (a) The Term B-3 Lender hereby agrees to provide the commitment for the entire amount of the Term B-3 Loans (the “Term B-3 Commitment”). The Term B-3 Commitment provided pursuant to this Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement. The Term B-3 Lender, the Administrative Agent, Holdings and the Borrower agree that this Section 3 of the Amendment is necessary and appropriate, in each of their reasonable opinions, to effect the provisions of Section 2.14 of the Credit Agreement and shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.14(c) of the Credit Agreement. Upon the incurrence of the Term B-3 Loans pursuant to this Amendment, such Term B-3 Loans (x) shall be a new and separate Class of Term Loans and (y) shall have the terms and conditions and the rights, remedies, protections, guarantees and collateral security afforded to the Obligations under the Credit Agreement and the other Loan Documents, as provided in the Existing Credit Agreement as of the Incremental Amendment Effective Date (immediately after the occurrence thereof). (b) Upon the occurrence of the Incremental Amendment Effective Date, the Term B- 3 B-3 Lender (i) shall be obligated to make the Term B-3 Loans as provided in this Amendment on the terms, and subject to the conditions, set forth in this Amendment and (ii) to the extent provided in this Amendment and the Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. (c) The Term B-3 Commitment of the Term B-3 Loan Lender shall automatically terminate upon the funding of the Term B-3 Loans on the Incremental Amendment Effective Date.