Common use of Expansion Facility Clause in Contracts

Expansion Facility. On three occasions prior to the Tranche B Maturity Date, the Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request the addition of a new tranche of Term Loans (all such Term Loans, collectively, the "Expansion Term Loans") provided, however, that both at the time of any such request and after giving effect to any such Expansion Term Loans (x) no Default shall exist and the Borrower shall be in pro forma compliance with each financial covenant. The Expansion Term Loans (i) shall be in an aggregate principal amount not in excess of $75,000,000, (ii) shall rank pari passu in right of payment and of security with the Loans, (iii) shall mature no sooner than, and have a longer average weighted life than, the Tranche B Term Loans, (iii) shall have such pricing as may be agreed by the Borrower and the persons providing such Expansion Term Loans and shall otherwise be treated hereunder no more favorably than the Tranche B Term Loans. Such notice shall set forth the requested amount of Expansion Term Loans (which amount, together with the amount of all previous Expansion Term Loans, shall not exceed $75,000,000), and shall offer each Lender the opportunity to offer a commitment to provide Expansion Term Loans by giving written notice of such offered commitment to the Administrative Agent and the Borrower within 10 Business Days after the date of the Borrower's notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of such commitments. In the event that, on the tenth Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Expansion Term Loans requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions or Lucent Technologies, Inc. or other significant equipment vendors (any such bank or other financial institution or significant equipment vendor or Lucent Technologies, Inc. being called an "Additional Lender") to extend commitments to provide Expansion Term Loans in an aggregate amount equal to the unsubscribed amount, provided that each Additional Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided further that the Additional Lenders shall be offered the opportunity to provide the Expansion Term Loans only on terms previously offered to the existing lenders pursuant to the immediately preceding sentence. Commitments in respect of Expansion Term Loans shall become Commitments under this Agreement pursuant to an Expansion Facility Amendment executed by each of the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Expansion Facility Amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Expansion Term Loans are made, of each of the conditions set forth in Section 4.02. The Tranche C Term Loans are Expansion Term Loans.

Expansion Facility. On three occasions At any time prior to the Tranche B Maturity Termination Date, the Borrower (a) any Lender may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request to increase its Commitment or (b) the addition of a new tranche of Term Loans Borrower may propose third-party financial institutions acceptable to the Agent exercising reasonable discretion (each an 'Additional Lender') that wish to acquire Commitments (all such Term Loansincreased Commitments under either clause (a) or clause (b), collectively, the "'Expansion Term Loans") Commitments'), provided, however, that both at the time of any such request or proposal and after giving effect to any Loans provided to the Borrower under such Expansion Term Loans Commitments (x) collectively, the 'Expansion Loans'), no Default shall exist and the Borrower shall be in pro forma compliance with each financial covenant. The Expansion Term Loans Commitments (i) shall be in an aggregate principal amount not in excess of $75,000,00080,000,000, (ii) shall rank pari passu in right of payment and of security with the Loans, (iii) shall mature no sooner than, and have a longer average weighted life than, on the Tranche B Term LoansTermination Date, (iiiiv) shall have such pricing as may be agreed by the Borrower and the persons providing such Expansion Term Loans and shall otherwise be treated hereunder no more favorably than the Tranche B Term Loans, and (v) shall be acceptable to the Agent. Such notice shall set forth the requested amount of Expansion Term Loans Commitment (which amount shall be in a minimum amount equal to $10,000,000 or a whole multiple of $5,000,000 in excess thereof and which amount, together with the amount of all previous Expansion Term LoansCommitments, shall not exceed $75,000,00080,000,000), and shall offer each Lender the opportunity to offer a commitment to provide Expansion Term Loans by giving written notice of such offered commitment to the Administrative Agent and the Borrower within 10 Business Days after the date of the Borrower's notice; provided, however, that no existing Lender will be obligated to subscribe for any portion of such commitments. In the event that, on the tenth Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Expansion Term Loans requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions or Lucent Technologies, Inc. or other significant equipment vendors (any such bank or other financial institution or significant equipment vendor or Lucent Technologies, Inc. being called an "Additional Lender") to extend commitments to provide Expansion Term Loans in an aggregate amount equal to the unsubscribed amount, provided that each Additional Lender in no event shall be subject to the approval of aggregate Commitments together with the Administrative Agent (which approval shall not be unreasonably withheld) and provided further that the Additional Lenders shall be offered the opportunity to provide the aggregate Expansion Term Loans only on terms previously offered to the existing lenders pursuant to the immediately preceding sentenceCommitments exceed $250,000,000. Expansion Commitments in respect of Expansion Term Loans shall become Commitments under this Agreement pursuant to an amendment (an 'Expansion Facility Amendment Amendment') executed by each of the Borrower, each Lender agreeing to provide requesting such Commitment, if any, each Expansion Commitment or Additional Lender, if anyas applicable, and the Administrative Agent. The effectiveness of any Expansion Facility Amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Expansion Term Loans are made, of each of the conditions set forth in Section 4.024.2. The Tranche C Term Loans are Expansion Term LoansUpon the effectiveness of such Amendment, any Additional Lender shall become a Lender for all purposes under this Agreement.

Expansion Facility. On three occasions (a) Anything in this Agreement to the contrary notwithstanding, at any time and from time to time prior to the Tranche B Maturity Termination Date, the Borrower Borrowing Agent may, by written notice to the Administrative Agent Agents (which the Administrative Agents shall promptly deliver a copy furnish to each of the LendersLender), request the addition of that one or more Persons (which may include any Lender, as provided below) offer to increase such Lender’s Commitment or to make a new tranche of Term Loans Commitment (all if such Term LoansPerson is not already a Lender) (such increased and/or additional Commitments being, collectivelyan “Accordion Increase”); it being understood that if such offer is to be made by a Person that is not already a Lender, the "Expansion Term Loans") provided, however, that both at the time of any such request and after giving effect to any such Expansion Term Loans (x) no Default shall exist and the Borrower shall be in pro forma compliance with each financial covenant. The Expansion Term Loans (i) shall be in an aggregate principal amount not in excess of $75,000,000, (ii) shall rank pari passu in right of payment and of security with the Loans, (iii) shall mature no sooner than, and have a longer average weighted life than, the Tranche B Term Loans, (iii) Administrative Agents shall have consented to such pricing as may be agreed by the Borrower and the persons providing such Expansion Term Loans and shall otherwise be treated Person being a Lender hereunder no more favorably than the Tranche B Term Loans. Such notice shall set forth the requested amount of Expansion Term Loans (which amount, together with the amount of all previous Expansion Term Loans, shall not exceed $75,000,000), and shall offer each Lender the opportunity to offer a commitment to provide Expansion Term Loans by giving written notice of such offered commitment to the Administrative Agent and extent such consent would be required pursuant to Section 14.4.1.1 in the Borrower within 10 Business Days after the date event of the Borrower's notice; providedan assignment to such Person. No Lender shall have any obligation to increase such Lender’s Commitment, however, that no existing such decision to be made by such Lender will be obligated to subscribe for any portion of such commitmentsin its sole discretion. In no event shall the event that, on the tenth Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Expansion Term Loans requested by Accordion Increases pursuant to this Section 3.3(a) exceed $25,000,000 (the Borrower, “Accordion Maximum Amount”). The Parent Guarantor or the Borrower shall have the right to Resellers may arrange for one or more banks or other financial institutions or Lucent Technologiesinstitutions, Inc. or other significant equipment vendors (which may include any such bank or other financial institution or significant equipment vendor or Lucent TechnologiesLender, Inc. being called an "Additional Lender") to extend commitments to provide Expansion Term Loans applicable Commitments or increase their existing applicable Commitments in an aggregate amount equal to the unsubscribed amountAccordion Maximum Amount. In the event that one or more of such Persons offer to increase or enter into such Commitments, provided that each Additional Lender shall be subject and such Persons, the Borrowing Agent, the Resellers and the Administrative Agents agree as to the approval amount of such Commitments to be allocated to the respective Persons making such offers and the fees (if any) to be payable by the Resellers in connection therewith, the Administrative Agent Agents shall replace Exhibit A. The Administrative Agents, such Persons and the Resellers shall execute and deliver an appropriate amendment to this Agreement (which approval shall not be unreasonably withheld) and provided further that the Additional Lenders shall be offered the opportunity to provide the Expansion Term Loans only on terms previously offered or other appropriate documentation reasonably acceptable to the existing lenders pursuant Administrative Agents and the Resellers to effectuate the immediately preceding sentence. Commitments in respect of Expansion Term Loans Accordion Increase) which amendment or other documentation shall become Commitments under this Agreement pursuant to an Expansion Facility Amendment executed by each of specify, among other things, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if anyprocedures for reallocating any outstanding Channel Finance Loan Advances, and the Administrative Agent. The effectiveness of any Expansion Facility Amendment Resellers shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Expansion Term Loans are made, of each of the deliver such other items and satisfy such other conditions set forth in Section 4.02. The Tranche C Term Loans are Expansion Term Loans8.2 hereof, provided, that no consent of any Lender not participating in such Accordion Increase shall be required.

Expansion Facility. On three two occasions prior to the ------------------- Tranche B Maturity Date, the Borrower may, by notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders), request the addition of a new tranche of Term Loans (all such Term Loans, collectively, the "Expansion Term Loans") provided, however, that both at the time of any such -------------------- -------- ------- request and after giving effect to any such Expansion Term Loans (x) no Default shall exist and the Borrower shall be in pro forma compliance with each financial covenant. The Expansion Term Loans (i) shall be in an aggregate principal amount not in excess of $75,000,000, (ii) shall rank pari passu in ---- ----- right of payment and of security with the Loans, (iii) shall mature no sooner than, and have a longer average weighted life than, the Tranche B Term Loans, (iiiiv) shall have such pricing as may be agreed by the Borrower and the persons providing such Expansion Term Loans and shall otherwise be treated hereunder no more favorably than the Tranche B Term Loans. Such notice shall set forth the requested amount of Expansion Term Loans (which amount, together with the amount of all previous Expansion Term Loans, shall not exceed $75,000,000), and shall offer each Lender the opportunity to offer a commitment to provide Expansion Term Loans by giving written notice of such offered commitment to the Administrative Agent and the Borrower within 10 Business Days after the date of the Borrower's notice; provided, however, that no existing Lender will be -------- ------- obligated to subscribe for any portion of such commitments. In the event that, on the tenth Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, Lenders shall have provided commitments in an aggregate amount less than the total amount of the Expansion Term Loans requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions or Lucent Technologies, Inc. or other significant equipment vendors (any such bank or other financial institution or significant equipment vendor or Lucent Technologies, Inc. being called an "Additional Lender") to extend commitments to provide Expansion Term ----------------- Loans in an aggregate amount equal to the unsubscribed amount, provided that -------- each Additional Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided further -------- ------- that the Additional Lenders shall be offered the opportunity to provide the Expansion Term Loans only on terms previously offered to the existing lenders pursuant to the immediately preceding sentence. Commitments in respect of Expansion Term Loans shall become Commitments under this Agreement pursuant to an Expansion Facility Amendment executed by each of the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The effectiveness of any Expansion Facility Amendment shall be subject to the satisfaction on the date thereof and, if different, on the date on which the Expansion Term Loans are made, of each of the conditions set forth in Section 4.02. The Tranche C Term Loans are Expansion Term Loans.