Common use of Incremental Facility Amendments Clause in Contracts

Incremental Facility Amendments. (a) Each Incremental Revolving Facility Increase will become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, the applicable Incremental Lenders and the Administrative Agent. The Administrative Agent will promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Increase evidenced thereby. (b) Upon each Incremental Revolving Facility Increase of the U.S./Canadian Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding U.S./Canadian Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in U.S./Canadian Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate U.S./Canadian Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding U.S./Canadian Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding U.S./Canadian Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (c) Upon each Incremental Revolving Facility Increase of the French Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding French Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in French Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate French Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding French Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding French Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (d) Upon each Incremental Revolving Facility Increase of the European Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding European Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in European Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate European Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding European Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding European Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing.

Incremental Facility Amendments. (a) Each Incremental Revolving Facility Increase will become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower, the applicable Incremental Lenders and the Administrative Agent. The Administrative Agent will promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Increase evidenced thereby. (b) Upon each Incremental Revolving Facility Increase of the U.S./Canadian Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding U.S./Canadian Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in U.S./Canadian Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the BorrowersBorrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate U.S./Canadian Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the BorrowersBorrower, by: (A) requiring the outstanding U.S./Canadian Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding U.S./Canadian Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (c) Upon each Incremental Revolving Facility Increase of the French Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding French Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in French Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate French Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding French Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding French Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (d) Upon each Incremental Revolving Facility Increase of the European Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding European Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in European Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate European Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding European Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding European Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing.

Incremental Facility Amendments. (a) Each Incremental Revolving Facility Increase will become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, the applicable Incremental Lenders and the Administrative Agent. The Administrative Agent will promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Increase evidenced thereby. (b) Upon each Incremental Revolving Facility Increase of the U.S./Canadian Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving LenderXxxxxx’s participations hereunder in outstanding U.S./Canadian Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in U.S./Canadian Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such LenderXxxxxx’s U.S./Canadian Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate U.S./Canadian Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such LenderXxxxxx’s U.S./Canadian Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding U.S./Canadian Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding U.S./Canadian Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (c) Upon each Incremental Revolving Facility Increase of the French Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding French Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in French Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate French Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding French Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding French Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (d) Upon each Incremental Revolving Facility Increase of the European Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding European Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in European Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate European Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding European Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding European Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing.

Incremental Facility Amendments. (a) Each Incremental Revolving Facility Increase will become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower Parties, the applicable Incremental Lenders and the Administrative Agent. The Administrative Agent will promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Increase evidenced thereby. (b) Upon each Incremental Revolving Facility Increase of the U.S./Canadian Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding U.S./Canadian Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in U.S./Canadian Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the BorrowersBorrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate U.S./Canadian Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the BorrowersBorrower, by: (A) requiring the outstanding U.S./Canadian Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding U.S./Canadian Revolving Loans to Incremental Revolving Lenders; or (C) a combination of the foregoing. (c) Upon each Incremental Revolving Facility Increase of the French Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding French Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in French Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate French Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding French Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding French Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (d) Upon each Incremental Revolving Facility Increase of the European Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding European Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in European Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate European Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding European Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding European Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing.

Incremental Facility Amendments. (a) Each Incremental Revolving Facility Increase will become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the BorrowersBorrower Parties, the applicable Incremental Lenders and the Administrative Agent. The Administrative Agent will promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Increase evidenced thereby. (b) Upon each Incremental Revolving Facility Increase of the U.S./Canadian Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding U.S./Canadian Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in U.S./Canadian Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the BorrowersBorrower, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate U.S./Canadian Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the BorrowersBorrower, by: (A) requiring the outstanding U.S./Canadian Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding U.S./Canadian Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (c) Upon each Incremental Revolving Facility Increase of the French Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding French Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in French Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate French Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding French Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding French Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (d) Upon each Incremental Revolving Facility Increase of the European Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding European Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in European Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate European Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding European Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding European Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing.

Incremental Facility Amendments. (a) Each Incremental Revolving Facility Increase will become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, the applicable Incremental Lenders and the Administrative Agent. The Administrative Agent will promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Increase evidenced thereby. (b) Upon each Incremental Revolving Facility Increase of the U.S./Canadian Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding U.S./Canadian Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in U.S./Canadian Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment; and’s (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate U.S./Canadian Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding U.S./Canadian Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding U.S./Canadian Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (c) Upon each Incremental Revolving Facility Increase of the French Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding French Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in French Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate French Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding French Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding French Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (d) Upon each Incremental Revolving Facility Increase of the European Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding European Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in European Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate European Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding European Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding European Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing.

Incremental Facility Amendments. (a) Each Incremental Revolving Facility Increase will become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, the applicable Incremental Lenders and the Administrative Agent. The Administrative Agent will promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility Amendment, this Agreement and the other Loan Documents, as applicable, will be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Revolving Facility Increase evidenced thereby. (b) Upon each Incremental Revolving Facility Increase of the U.S./Canadian Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving LenderLxxxxx’s participations hereunder in outstanding U.S./Canadian Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in U.S./Canadian Letters of Credit and (B) participations hereunder in Swingline Loans held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such LenderLxxxxx’s U.S./Canadian Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate U.S./Canadian Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate U.S./Canadian Revolving Facility Commitments of all Lenders represented by such Lender’s U.S./Canadian Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding U.S./Canadian Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding U.S./Canadian Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (c) Upon each Incremental Revolving Facility Increase of the French Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding French Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in French Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate French Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate French Revolving Facility Commitments of all Lenders represented by such Lender’s French Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding French Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding French Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing. (d) Upon each Incremental Revolving Facility Increase of the European Revolving Facility Commitments in accordance with this Section 2.21: (i) each Incremental Lender in respect of such increase will automatically and without further act be deemed to have assumed a portion of each Revolving Lender’s participations hereunder in outstanding European Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in European Letters of Credit held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment; and (ii) the Administrative Agent may, in consultation with the Borrowers, take any and all actions as may be reasonably necessary to ensure that, after giving effect to such Lender’s Incremental Commitments, the percentage of the aggregate European Revolving Facility Commitments held by each Lender (including each such Incremental Lender) will equal the percentage of the aggregate European Revolving Facility Commitments of all Lenders represented by such Lender’s European Revolving Facility Commitment, which may be accomplished, at the discretion of the Administrative Agent following consultation with the Borrowers, by: (A) requiring the outstanding European Revolving Loans to be prepaid with the proceeds of a new Borrowing; (B) causing non-increasing Lenders to assign portions of their outstanding European Revolving Loans to Incremental Lenders; or (C) a combination of the foregoing.