Common use of Accordion Facility Clause in Contracts

Accordion Facility. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency.

Accordion Facility. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency.

Accordion Facility. Subject to the terms and conditions of this Agreement (a) So long as no Default including, without limitation, all of the conditions precedent to the making of Advances set forth herein), from the date hereof until the earlier of the Revolving Credit Expiration Date or Event the date on which this facility is otherwise terminated pursuant to the provisions of Default exists or would arise therefromSection 7, the Borrowers shall have the rightLender may, at any time in its sole and absolute discretion, from time to time after make Advances to the Closing DateBorrowers in an amount greater than the difference between the then-current Revolving Credit Amount and the then-current Revolving Credit Exposure (that portion of each such Advance that exceeds the then-current Revolving Credit Amount being hereinafter called a “Accordion Advance”); provided, however, that: (a) each Accordion Advance shall be for the purpose of supporting a Permitted Acquisition with respect to request which the information required by Section 2.3 hereunder has been provided to the Lender, (ib) an increase each Accordion Advance shall be in a minimum increment of $2,500,000, (c) requests for Accordion Advances may not be made more than two (2) times in any 365-day period, (d) the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any all Accordion Term Loans or Accordion Revolving Commitments Advances shall not exceed $10,000,000, and (e) in no event shall the Available Lender make a new Accordion Amount at such timeAdvance hereunder if an Event of Default shall have occurred and be continuing. Any such request Once an Accordion Advance has been made hereunder, it shall be first made to considered an Advance for all applicable existing Lenders on a pro rata basispurposes under this Agreement (including, without limitation the calculation of the Revolving Credit Exposure) and shall be repaid in accordance with the terms and conditions hereof. To Each time the extent that such existing Lenders decline to extend Commitments or term loansLender makes an Accordion Advance, the Parent Borrower may seek Revolving Credit Amount shall automatically and permanently increase to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase Revolving Credit Exposure (after giving effect to such Accordion Advance). The Revolving Credit Amount may not be reduced in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currencysame manner.

Accordion Facility. Subject to the terms and conditions set forth herein below, the Borrower shall have a right at any time to increase the aggregate amount of the Commitment (the “Accordion Increase”) in an amount acceptable to the Administrative Agent in its commercially reasonable discretion; provided, however, that the aggregate amount of the Accordion Increase shall not result in the aggregate amount of the Commitment to exceed $730,000,000. The following additional terms and conditions shall apply to the Accordion Increase: (a) So long the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral; (b) the Borrower shall execute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by the Administrative Agent to consummate the Accordion Increase; (c) unless otherwise provided by the Administrative Agent, the Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Loan; all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance reasonably acceptable to the Administrative Agent and the Borrower; (d) the Borrower shall have delivered all due diligence materials and other deliverables reasonably requested by the Administrative Agent; (e) no Default or Event of Default exists or would arise therefrom, the Borrowers shall have occurred that has not been waived by Lenders pursuant to the rightterms hereof; (f) the Administrative Agent shall have received from the Borrower updated financial statements and projections and a certificate, at any time in each case in form and from time substance reasonably satisfactory to time the Administrative Agent, demonstrating that, after the Closing Date, giving effect to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing Lenders Increase on a pro rata forma basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain will be in compliance with all f inancial covenants set forth herein; (g) the Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, ability of the Administrative Agent to syndicate the Accordion Increase and/or encourage the Lender(s) to increase their Commitment(s), using Administrative Agent, each Issuing Lender and ’s reasonable efforts in light of then-current market conditions; (h) the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase Borrower shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, have paid any Designated Foreign Currency and, fees owing to the extent that every Lender lender(s) participating in the Accordion Increase; and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, (i) the Administrative Agent shall have received such other currencydue diligence and credit committee approvals as it may require with results satisfactory to the Administrative Agent in its sole and absolute discretion.

Accordion Facility. Subject to the terms and conditions set forth herein below, the Borrower shall have a right at any time to increase the aggregate amount of the Commitment (the “Accordion Increase”) in an amount acceptable to the Administrative Agent in its commercially reasonable discretion; provided, however, that the aggregate amount of the Accordion Increase shall not result in the aggregate amount of the Commitment to exceed $730,000,000. The following additional terms and conditions shall apply to the Accordion Increase: (a) So long the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral; (b) the Borrower shall execute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by the Administrative Agent to consummate the Accordion Increase; (c) unless otherwise provided by the Administrative Agent, the Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Loan; all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance reasonably acceptable to the Administrative Agent and the Borrower; (d) the Borrower shall have delivered all due diligence materials and other deliverables reasonably requested by the Administrative Agent; (e) no Default or Event of Default exists or would arise therefrom, the Borrowers shall have occurred that has not been waived by Lenders pursuant to the rightterms hereof; (f) the Administrative Agent shall have received from the Borrower updated financial statements and projections and a certificate, at any time in each case in form and from time substance reasonably satisfactory to time the Administrative Agent, demonstrating that, after the Closing Date, giving effect to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing Lenders Increase on a pro rata forma basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain will be in compliance with all financial covenants set forth herein; (g) the Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, ability of the Administrative Agent to syndicate the Accordion Increase and/or encourage the Lender(s) to increase their Commitment(s), using Administrative Agent, each Issuing Lender and ’s reasonable efforts in light of then-current market conditions; (h) the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase Borrower shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, have paid any Designated Foreign Currency and, fees owing to the extent that every Lender lender(s) participating in the Accordion Increase; and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, (i) the Administrative Agent shall have received such other currencydue diligence and credit committee approvals as it may require with results satisfactory to the Administrative Agent in its sole and absolute discretion.