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) 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.

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.