Common use of Conditions to Effectiveness of any Accordion Advance Clause in Contracts

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.14, the Borrowers shall deliver to the Administrative Agent (i) upon the request of any Lender, a Note (or an allonge to such Lender’s existing Note) evidencing such Lender’s portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrowers and the legal opinion of counsel to the Borrowers, each in form and substance reasonably satisfactory to the Administrative Agent and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Parent certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Accordion Advance (with such amounts adjusted as if such Accordion Advance occurred on the first day of the applicable Pro Forma Reference Period)), (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s reasonable legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letter. In addition, the Borrowers shall, after taking into account the application of any Accordion Advance, if applicable, prepay any Committed Loans outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this Agreement) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages in respect of Committed Loans arising from any nonratable increase in the Aggregate Commitments.

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.142.15, the Borrowers Borrower shall deliver to the Administrative Agent Agents (i) upon the request of any Lender, a Note (or an allonge to amendment and restatement of such Lender’s existing Note upon surrender for cancellation of such Note) evidencing such Lender’s portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrowers Borrower and the customary legal opinion of counsel to the BorrowersBorrower (in each case, consistent with the requirements for opinions delivered on the Closing Date under Section 4.01(a)(v) or as otherwise reasonably requested by the Agents), each in form and substance reasonably satisfactory to the Administrative Agent Agents and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Parent Borrower certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any permitted addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Accordion Advance (with such amounts adjusted as if such Accordion Advance Advance, to the extent drawn, occurred on the first day of the applicable Pro Forma Reference Period)), (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s Agents’ reasonable and documented out-of-pocket legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letterletter executed by the Borrower. In addition, the Borrowers Borrower shall, after taking into account the application of any Accordion Advance, if applicable, prepay any Committed Loans or the Term Loan and Cash Collateralize any Bankers’ Acceptance and BA Equivalent Notes outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this Agreement) to the extent necessary to keep the outstanding Committed Loans Loans, Term Loan, Bankers’ Acceptances and BA Equivalent Notes ratable with any revised Applicable Percentages in respect of Committed Loans or the Term Loan arising from any nonratable increase in the Aggregate Commitments or the Term Loan. For the avoidance of doubt, all or any portion of any Class of Revolving Commitments may be replaced by Revolving Commitments of another Class (e.g. the U.S. Revolving Commitments may be terminated and replaced with Multicurrency Revolving Commitments), as mutually agreed by the Borrower and the Agents.

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.14, the Borrowers Borrower shall deliver to the Administrative Agent (i) upon the request of any Lender, a Note (or an allonge to such Lender’s existing Note) evidencing such Lender’s portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrowers Borrower and the 8884322.11 legal opinion of counsel to the BorrowersBorrower, each in form and substance reasonably satisfactory to the Administrative Agent and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Parent Borrower certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro pro-forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and 7.11 after giving effect to, to such Accordion Advance (with such amounts adjusted as if such Accordion Advance occurred on the first day of the applicable Pro Forma Reference Period))increase or replacement, (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s reasonable legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letter, (vii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Borrower certifying that such Accordion Advance will be “senior debt” (or any similar term) permitted under the Subordination Provisions of any Subordinated Debt outstanding on the date of the applicable Accordion Funding Date, and (viii) written consent from the holder of any Subordinated Debt to the extent written consent is required under the documentation governing such Subordinated Debt including, without limitation, those consents described on Schedule 2.14. In addition, the Borrowers Borrower shall, after taking into account the application of any Accordion Advance, if applicable, prepay any Committed Loans outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this AgreementIII) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages in respect of Committed Revolving Loans arising from any nonratable increase in the Aggregate Commitments.

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.142.15, the Borrowers Borrower shall deliver to the Administrative Agent Agents (i) upon the request of any Lender, a Note (or an allonge to amendment and restatement of such Lender’s existing Note upon surrender for cancellation of such Note) evidencing such Lender’s portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrowers Credit Parties and the customary legal opinion of counsel to the BorrowersCredit Parties (in each case, consistent with the requirements for opinions delivered on the Closing Date under Section 4.01(a)(v) or as otherwise reasonably requested by the Agents), each in form and substance reasonably satisfactory to the Administrative Agent Agents and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Parent Borrower certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Accordion Advance (with such amounts adjusted as if such Accordion Advance occurred on the first day of the applicable Pro Forma Reference Period)), (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s Agents’ reasonable and documented out-of-pocket legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letterletter signed by the Borrower. In addition, the Borrowers Borrower shall, after taking into account the application of any Accordion Advance, if applicable, prepay any Committed Loans or the Term Loan and Cash Collateralize any Bankers’ Acceptance and BA Equivalent Notes outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this Agreement) to the extent necessary to keep the outstanding Committed Loans Loans, Term Loan, Bankers’ Acceptances and BA Equivalent Notes ratable with any revised Applicable Percentages in respect of Committed Loans or the Term Loan arising from any nonratable increase in the Aggregate Commitments or the Term Loan. For the avoidance of doubt, all or any portion of any Class of Revolving Commitments may be replaced by Revolving Commitments of another Class (e.g. the U.S. Revolving Commitments may be terminated and replaced with Multicurrency Revolving Commitments), as mutually agreed by the Borrower and the Agents.

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.142.15, the Borrowers Borrower shall deliver to the Administrative Agent Agents (i) upon the request of any Lender, a Note (or an allonge to amendment and restatement of such LenderXxxxxx’s existing Note upon surrender for cancellation of such Note) evidencing such LenderXxxxxx’s portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrowers Borrower and the customary legal opinion of counsel to the BorrowersBorrower (in each case, consistent with the requirements for opinions delivered on the Closing Date under Section 4.01(a)(v) or as otherwise reasonably requested by the Agents), each in form and substance reasonably satisfactory to the Administrative Agent Agents and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Parent Borrower certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any permitted addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Accordion Advance (with such amounts adjusted as if such Accordion Advance Advance, to the extent drawn, occurred on the first day of the applicable Pro Forma Reference Period)), (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s Agents’ reasonable and documented out-of-pocket legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letterletter executed by the Borrower. In addition, the Borrowers Borrower shall, after taking into account the application of any Accordion Advance, if applicable, prepay any Committed Loans outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this Agreement) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages in respect of Committed Loans arising from any nonratable increase in the Aggregate Commitments. For the avoidance of doubt, all or any portion of any Class of Commitments may be replaced by Commitments of another Class (e.g. the U.S. Dollar Commitments may be terminated and replaced with Multicurrency Commitments), as mutually agreed by the Borrower and the Agents.

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.142.15, the Borrowers Borrower shall deliver to the Administrative Agent Agents (i) upon the request of any Lender, a Note (or an allonge to amendment and restatement of such LenderLxxxxx’s existing Note upon surrender for cancellation of such Note) evidencing such LenderLxxxxx’s portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrowers Borrower and the customary legal opinion of counsel to the BorrowersBorrower (in each case, consistent with the requirements for opinions delivered on the Closing Date under Section 4.01(a)(v) or as otherwise reasonably requested by the Agents), each in form and substance reasonably satisfactory to the Administrative Agent Agents and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Parent Borrower certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any permitted addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Accordion Advance (with such amounts adjusted as if such Accordion Advance Advance, to the extent drawn, occurred on the first day of the applicable Pro Forma Reference Period)), (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s Agents’ reasonable and documented out-of-pocket legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letterletter executed by the Borrower. In addition, the Borrowers Borrower shall, after taking into account the application of any Accordion Advance, if applicable, prepay any Committed Loans or the Term Loan and Cash Collateralize any Bankers’ Acceptance and BA Equivalent Notes outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this Agreement) to the extent necessary to keep the outstanding Committed Loans Loans, Term Loan, Bankers’ Acceptances and BA Equivalent Notes ratable with any revised Applicable Percentages in respect of Committed Loans or the Term Loan arising from any nonratable increase in the Aggregate Commitments or the Term Loan. For the avoidance of doubt, all or any portion of any Class of Revolving Commitments may be replaced by Revolving Commitments of another Class (e.g. the U.S. Revolving Commitments may be terminated and replaced with Multicurrency Revolving Commitments), as mutually agreed by the Borrower and the Agents.

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.14, the Borrowers Borrower shall deliver to the Administrative Agent (i) upon the request of any Lender, a Note (or an allonge to such Lender’s 's existing Note) evidencing such Lender’s 's portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrowers Borrower and the legal opinion of counsel to the BorrowersBorrower, each in form and substance reasonably satisfactory to the Administrative Agent and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Parent Borrower certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro pro-forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and 7.11 after giving effect to, to such Accordion Advance (with such amounts adjusted as if such Accordion Advance occurred on the first day of the applicable Pro Forma Reference Period))increase or replacement, (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s 's reasonable legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letter, (vii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Borrower certifying that such Accordion Advance will be “senior debt” (or any similar term) permitted under the Subordination Provisions of any Subordinated Debt outstanding on the date of the applicable Accordion Funding Date, and (viii) written consent from the holder of any Subordinated Debt to the extent written consent is required under the documentation governing such Subordinated Debt including, without limitation, those consents described on Schedule 2.14. In addition, the Borrowers Borrower shall, after taking into account the application of any Accordion Advance, if applicable, prepay any Committed Loans outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this AgreementIII) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages in respect of Committed Loans arising from any nonratable increase in the Aggregate Commitments.

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.14, the Borrowers shall deliver to the Administrative Agent (i) upon the request of any Lender, a Note (or an allonge to such Lender’s existing Note) evidencing such Lender’s portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrowers and the legal opinion of counsel to the Borrowers, each in form and substance reasonably satisfactory to the Administrative Agent and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Parent certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Accordion Advance (with such amounts adjusted as if such Accordion Advance occurred on the first day of the applicable Pro Forma Reference Period)), (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s reasonable legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letter. In addition, the Borrowers shall, after taking into account the application of any Accordion Advance, if applicable, prepay any Committed Loans or the Term Loan outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this Agreement) to the extent necessary to keep the outstanding Committed Loans and Term Loan ratable with any revised Applicable Percentages in respect of Committed Loans or the Term Loan arising from any nonratable increase in the Aggregate CommitmentsCommitments or the Term Loan.

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.142.16, the Borrowers Borrower shall deliver to the Administrative Agent Agent, without limitation, (i) upon the request of any Lender, a Note (or an allonge to such Lender’s existing Note) evidencing such Lender’s portion of any Accordion Advance, (ii) evidence of applicable corporate entity authorization and other corporate organizational documentation from the Borrowers Loan Parties and the legal opinion opinion(s) of counsel to the BorrowersLoan Parties, each in form and substance reasonably satisfactory to the Administrative Agent and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the Parent Loan Parties certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro pro-forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and 7.11 after giving effect to, to such Accordion Advance (with such amounts adjusted as if such Accordion Advance occurred on the first day of the applicable Pro Forma Reference Period))Advance, (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s reasonable legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letter. In addition, the Borrowers Borrower shall, after taking into account the application of any Accordion Advance, if applicable, prepay any Committed Loans outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this AgreementIII) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages in respect of Committed Loans arising from any nonratable increase in the Aggregate Commitments.

Conditions to Effectiveness of any Accordion Advance. As a condition precedent to any such Accordion Advance under this Section 2.14, the Borrowers shall deliver to the Administrative Agent (i) upon the request of any Lender, a Note (or an allonge to such Lender’s existing Note) evidencing such Lender’s portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrowers and the legal opinion of counsel to the Borrowers, each in form and substance reasonably satisfactory to the Administrative Agent and such Lenders as are participating in such Accordion Advance, (iii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of each of the Parent Borrowers certifying that, before and after giving effect to such Accordion Advance, the applicable conditions set forth in Section 4.02 will be satisfied, (iv) a pro pro-forma Compliance Certificate reflecting compliance with Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and 7.11 after giving effect to, to such Accordion Advance (with such amounts adjusted as if such Accordion Advance occurred on the first day of the applicable Pro Forma Reference Period))increase or replacement, (v) to the extent applicable, executed counterparts to a Conforming Amendment, and (vi) payment of (A) all of the Administrative Agent’s reasonable legal fees and expenses incurred in connection with such Accordion Advance and (B) the fees set forth in any applicable fee letter, and (vii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of each of the Borrowers certifying that such Accordion Advance will be “senior debt” (or any similar term) and “designated senior debt” (or any similar term) under any Senior Subordinated Notes outstanding on the date of such Accordion Advance and “first lien debt” (or any similar term) under any Second Lien Notes outstanding on the date of the applicable Accordion Funding Date. In addition, the Borrowers shall, after taking into account the application of any Accordion Advance, if applicable, shall prepay any Committed Loans outstanding on any Accordion Funding Date (and pay any additional amounts required under Article III of this Agreement) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages in respect of Committed Loans arising from any nonratable increase in the Aggregate Commitments.