Period, if applicable. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Term A-3 Facility Lender thereof. Not
later than 12:00 p.m., New York time, on the Effective Date each Term A-3 Facility Lender shall make available to the Administrative Agent at the Principal Office an amount in immediately available funds equal
to the Term A-3 Facility Loan to be made by such Term A-3 Facility Lender. The Administrative Agent shall credit the account designated in writing by the Borrower to the
Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term A-3 Facility Lenders in immediately available funds.
SECTION 3.4 Agreements of Term A-3 Facility Lenders. Each Term A-3 Facility Lender (a) represents and warrants that it is legally authorized to enter into this Third Amendment; (b) confirms that it has received a copy of the Credit Agreement, this Third Amendment and
the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Third Amendment;
(c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes each applicable Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to each such Agent, as applicable, by the
terms thereof, together with such powers as are incidental thereto; (e) hereby affirms the acknowledgements and representations of such Term A-3 Facility Lender as a Lender contained in Section 12.07
of the Credit Agreement; and (f) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with the terms of the Credit Agreement all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender, including its obligations pursuant to Section 13.05 of the Credit Agreement. Each Term A-3 Facility Lender acknowledges and agrees that upon its execution of
this Third Amendment that such Term A-3 Facility Lender shall on and as of the Effective Date become a Term A-3 Facility Lender under, and for all purposes
of, the Credit Agreement and the other Credit Documents, shall be subject to and bound by the terms thereof, shall perform all the obligations of and shall have all rights of a Lender thereunder, and shall make available, or permit to be converted,
such amount to fund its ratable share of outstanding Term A-3 Facility Loans on the Effective Date as the Third Amendment Refinancing Arranger may instruct. Each Term
A-3 Facility Lender has delivered herewith to the Borrower and the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such
Term A-3 Facility Lender may be required to deliver to the Borrower and the Administrative Agent pursuant to Section 5.06 of the Credit Agreement.
SECTION 3.5 Excess Cash Flow. Each Term A-3 Facility Lender party hereto, on
behalf of itself and its successors and assigns, hereby agrees and elects to decline all prepayments of the Term A-3 Facility Loans to be made pursuant to Section 2.10(a)(iv) of the Credit Agreement from
the date of this Third Amendment through and including the third anniversary of the date of this Third Amendment.
AGREEMENT TO PROVIDE INCREMENTAL TERM A-3 LOAN COMMITMENTS
SECTION 4.1 Agreement to Make Incremental Term A-3 Loans. Each Incremental Term
A-3 Lender hereby agrees, severally and not jointly, to provide its respective Incremental Term A-3 Loan Commitment as set forth on Schedule A annexed hereto on
the terms set forth in this Third Amendment, and its Incremental Term A-3 Loan Commitment shall be binding as of the Effective Date (as defined below). Each Incremental Term
A-3 Lender hereby agrees, severally and not jointly, to make an Incremental Term Loan to the Borrower having the same terms as the Term A-3 Facility Loans on the
Effective Date in the amount of its Incremental Term A-3 Loan Commitment.