Common use of Request for Accordion Advance Clause in Contracts

Request for Accordion Advance. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall thereafter promptly notify the Lenders as set forth in this Section), and subject to the terms of this Section 2.14, the Borrowers may from time to time, without obtaining further consent from the Lenders, request (i) an increase in or replacement of the Aggregate Commitments (which increase or replacement and the proceeds of any Committed Loans to be advanced thereunder may be used, in whole or in part, to prepay any Loans then outstanding in accordance with the terms hereof), and (ii) one or more term loans (which term loan may be in the form of a new term loan or an increase to any other term loan advanced hereunder from time to time and then outstanding), the proceeds of which may be used, in whole or in part, to prepay any Loans then outstanding in accordance with the terms hereof (any such term loan or increase in or replacement of the Aggregate Commitments, an “Accordion Advance”); provided that the aggregate amounts so requested under clauses (i) and (ii) above after the date hereof (excluding any such amounts to the extent concurrently used to prepay term loans or replace Aggregate Commitments) shall not exceed $300,000,000; and provided, further, that, after giving effect to any such Accordion Advance, the Total Facility Amount shall not at any time exceed $1,500,000,000 in the aggregate (minus any and all permanent reductions of the Aggregate Commitments previously effected by the Borrowers pursuant to Section 2.06 or prepayments of any term loan advanced hereunder from time to time and then outstanding (other than in connection with a prior term loan or replacement of the Aggregate Commitments under this Section 2.14(a))). In no event shall any existing Lender be required to increase its Revolving Commitment or fund any portion of any Accordion Advance. Any Accordion Advance will be subject to pricing and fees based on the then-current market for borrowers with similar credit profiles and ratings as mutually agreed to by the Borrowers, the Administrative Agent and the Lenders providing commitments for such Accordion Advance, as set forth in any applicable Conforming Amendment (defined below) or related fee letters.

Request for Accordion Advance. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent Agents (which shall thereafter promptly notify the Lenders as set forth in this Section), and subject to the terms of this Section 2.142.15, the Borrowers Borrower may from time to time, without obtaining further consent from the Lenders, request (i) an increase in or replacement of the Aggregate Commitments or any Class thereof (which increase or replacement and the proceeds of any Committed Loans to be advanced thereunder may be used, in whole or in part, to prepay (or Cash Collateralize, as applicable) any Loans Loan, Bankers’ Acceptance, BA Equivalent Note or other Obligation then outstanding in accordance with the terms hereof), and (ii) one or more term loans (which term loan may be in the form of a new term loan tranche or an increase to the Term Loan or any other term loan advanced hereunder from time to time and then outstanding), the proceeds of which may be used, in whole or in part, to prepay (or Cash Collateralize, as applicable) any Loans then outstanding in accordance with the terms hereof Loan, Bankers’ Acceptance, BA Equivalent Note or other Obligation (any such term loan or increase in or replacement of the Aggregate Commitments, an “Accordion Advance”); provided that the aggregate amounts so requested under clauses (i) and (ii) above after the date hereof Closing Date (excluding any such amounts to the extent concurrently used to prepay term loans or replace Aggregate Commitments) shall not exceed $300,000,000U.S.$500,000,000; and provided, further, that, after giving effect to any such Accordion Advance, the Total Facility Amount shall not at any time exceed $1,500,000,000 U.S.$3,700,000,000 in the aggregate (minus any and all permanent reductions of the Aggregate Commitments previously effected by the Borrowers Borrower pursuant to Section 2.06 2.07 or prepayments of the Term Loan or any other term loan advanced hereunder from time to time and then outstanding (other than in connection with a prior term loan or replacement of the Aggregate Commitments under this Section 2.14(a2.15(a))). In no event shall any existing Lender be required to increase its Revolving Commitment or fund any portion of any Accordion Advance. Any Accordion Advance will be subject to pricing and fees based on the then-current market for borrowers with similar credit profiles and ratings as mutually agreed to by the BorrowersBorrower, the Administrative Agent Agents and the Lenders providing commitments for such Accordion Advance, as set forth in any applicable Conforming Amendment (defined below) or related fee letters.

Request for Accordion Advance. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall thereafter promptly notify the Lenders as set forth in this Section), and subject to the terms of this Section 2.14, the Borrowers may from time to time, without obtaining further consent from the Lenders, request (i) an increase in or replacement of the Aggregate Commitments in respect of the Committed Loans (which such increase in or replacement of the Aggregate Commitments and the proceeds of any Committed Loans to be advanced thereunder may be used, in whole or in part, to prepay any Loans Loan then outstanding in accordance with the terms hereof), and (ii) one or more term loans (which term loan may be in the form of a new term loan or an increase to any other term loan advanced hereunder from time to time and then outstanding), ) the proceeds of which may may, at the election of the Borrowers, be used, in whole or in part, used to prepay any Loans Loan then outstanding in accordance with the terms hereof (any such term loan Loan, commitment or increase in or replacement of the Aggregate Commitmentsreplacement, an “Accordion Advance”); provided that the aggregate amounts so requested under clauses (i) and (ii) above after the date hereof (excluding any such amounts to the extent concurrently used to prepay term loans or replace Aggregate Revolving Commitments) shall not exceed $300,000,000182,500,000; and provided, further, that, after giving effect to any such Accordion Advance, the sum of the Total Facility Amount shall not at any time exceed $1,500,000,000 410,000,000 in the aggregate (minus any and all permanent reductions of the Aggregate Commitments previously voluntarily effected by the Borrowers pursuant to Section 2.06 or prepayments of any term loan advanced hereunder from time to time and then outstanding (other than in connection with a prior replacement term loan or a replacement of the Aggregate Commitments revolving credit facility under this Section 2.14(a)2.14)). In no event shall any existing Lender be required to increase its Revolving Commitment or fund any portion of any Accordion Advance. Any Accordion Advance will be subject to pricing and fees based on the then-current market for borrowers with similar credit profiles and ratings as mutually agreed to by the Borrowers, the Administrative Agent and the Lenders providing commitments for such Accordion Advance, as set forth in any applicable Conforming Amendment (defined below) or related fee letters).

Request for Accordion Advance. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent Agents (which shall thereafter promptly notify the Lenders as set forth in this SectionSection 2.15), and subject to the terms of this Section 2.142.15, the Borrowers Borrower may from time to time, without obtaining further consent from the Lenders, request (i) an increase in or replacement of the Aggregate Commitments or any Class thereof (which increase or replacement and the proceeds of any Committed Loans to be advanced thereunder may be used, in whole or in part, to prepay (or Cash Collateralize, as applicable) any Loans Loan or other Obligation then outstanding in accordance with the terms hereof), and (ii) one or more term loans (which term loan may be in the form of a new term loan or an increase to any other term loan advanced hereunder from time to time and then outstanding), the proceeds of which may be used, in whole or in part, to prepay any Loans then outstanding in accordance with the terms hereof (any such term loan or increase in or replacement of the Aggregate Commitments, an “Accordion Advance”); provided that the aggregate amounts so requested under clauses (i) and (ii) above after the date hereof Closing Date (excluding any such amounts to the extent concurrently used to prepay term loans or replace Aggregate Commitments) shall not exceed $300,000,000U.S.$1,000,000,000; and provided, further, that, after giving effect to any such Accordion Advance, the Total Facility Amount Aggregate Commitments shall not at any time exceed $1,500,000,000 U.S.$4,000,000,000 in the aggregate (minus any and all permanent reductions of the Aggregate Commitments previously effected by the Borrowers Borrower pursuant to Section 2.06 or prepayments of any term loan advanced hereunder from time to time and then outstanding 2.07 (other than in connection with a prior term loan or replacement of the Aggregate Commitments under this Section 2.14(a2.15(a))). In no event shall any existing Lender be required to increase its Revolving Commitment or fund any portion of any Accordion Advance. Any Accordion Advance will be subject to pricing and fees based on the then-current market for borrowers with similar credit profiles and ratings as mutually agreed to by the BorrowersBorrower, the Administrative Agent Agents and the Lenders providing commitments for such Accordion Advance, as set forth in any applicable Conforming Amendment (defined below) or related fee letters.

Request for Accordion Advance. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent Agents (which shall thereafter promptly notify the Lenders as set forth in this SectionSection 2.15), and subject to the terms of this Section 2.142.15, the Borrowers Borrower may from time to time, without obtaining further consent from the Lenders, request (i) an increase in or replacement of the Aggregate Commitments or any Class thereof (which increase or replacement and the proceeds of any Committed Loans to be advanced thereunder may be used, in whole or in part, to prepay (or Cash Collateralize, as applicable) any Loans Loan, Bankers’ Acceptance, BA Equivalent Note or other Obligation then outstanding in accordance with the terms hereof), and (ii) one or more term loans (which term loan may be in the form of a new term loan tranche or an increase to the Term Loan or any other term loan advanced hereunder from time to time and then outstanding), the proceeds of which may be used, in whole or in part, to prepay (or Cash Collateralize, as applicable) any Loans then outstanding in accordance with the terms hereof Loan, Bankers’ Acceptance, BA Equivalent Note or other Obligation (any such term loan or increase in or replacement of the Aggregate Commitments, an “Accordion Advance”); provided that the aggregate amounts so requested under clauses (i) and (ii) above after the date hereof Closing Date (excluding any such amounts to the extent concurrently used to prepay term loans or replace Aggregate Commitments) shall not exceed $300,000,000U.S.$500,000,000; and provided, further, that, after giving effect to any such Accordion Advance, the Total Facility Amount shall not at any time exceed $1,500,000,000 U.S.$3,000,000,000 in the aggregate (minus any and all permanent reductions of the Aggregate Commitments previously effected by the Borrowers Borrower pursuant to Section 2.06 2.07 or prepayments of the Term Loan or any other term loan advanced hereunder from time to time and then outstanding (other than in connection with a prior term loan or replacement of the Aggregate Commitments under this Section 2.14(a2.15(a))). In no event shall any existing Lender be required to increase its Revolving Commitment or fund any portion of any Accordion Advance. Any Accordion Advance will be subject to pricing and fees based on the then-current market for borrowers with similar credit profiles and ratings as mutually agreed to by the BorrowersBorrower, the Administrative Agent Agents and the Lenders providing commitments for such Accordion Advance, as set forth in any applicable Conforming Amendment (defined below) or related fee letters.

Request for Accordion Advance. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall thereafter promptly notify the Lenders as set forth in this Section), and subject to the terms of this Section 2.14, the Borrowers may from time to time, without obtaining further consent from the Lenders, request (i) an increase in or replacement of the Aggregate Commitments (which increase or replacement and the proceeds of any Committed Loans to be advanced thereunder may be used, in whole or in part, to prepay any Loans then outstanding in accordance with the terms hereof), and (ii) one or more term loans (which term loan may be in the form of a new term loan tranche or an increase to the Term Loan or any other term loan advanced hereunder from time to time and then outstanding), the proceeds of which may be used, in whole or in part, to prepay any Loans then outstanding in accordance with the terms hereof (any such term loan or increase in or replacement of the Aggregate Commitments, an “Accordion Advance”); provided that the aggregate amounts so requested under clauses (i) and (ii) above after the date hereof (excluding any such amounts to the extent concurrently used to prepay term loans or replace Aggregate Commitments) shall not exceed $300,000,000; and provided, further, that, after giving effect to any such Accordion Advance, the Total Facility Amount shall not at any time exceed $1,500,000,000 2,300,000,000 in the aggregate (minus any and all permanent reductions of the Aggregate Commitments previously effected by the Borrowers pursuant to Section 2.06 or prepayments of the Term Loan or any other term loan advanced hereunder from time to time and then outstanding (other than in connection with a prior term loan or replacement of the Aggregate Commitments under this Section 2.14(a))). In no event shall any existing Lender be required to increase its Revolving Commitment or fund any portion of any Accordion Advance. Any Accordion Advance will be subject to pricing and fees based on the then-current market for borrowers with similar credit profiles and ratings as mutually agreed to by the Borrowers, the Administrative Agent and the Lenders providing commitments for such Accordion Advance, as set forth in any applicable Conforming Amendment (defined below) or related fee letters.

Request for Accordion Advance. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent Agents (which shall thereafter promptly notify the Lenders as set forth in this Section), and subject to the terms of this Section 2.142.15, the Borrowers Borrower may from time to time, without obtaining further consent from the Lenders, request (i) an increase in or replacement of the Aggregate Commitments or any Class thereof (which increase or replacement and the proceeds of any Committed Loans to be advanced thereunder may be used, in whole or in part, to prepay (or Cash Collateralize, as applicable) any Loans Loan, Bankers’ Acceptance, BA Equivalent Note or other Obligation then outstanding in accordance with the terms hereof), and (ii) one or more term loans (which term loan may be in the form of a new term loan tranche or an increase to the Term Loan or any other term loan advanced hereunder from time to time and then outstanding), the proceeds of which may be used, in whole or in part, to prepay (or Cash Collateralize, as applicable) any Loans then outstanding in accordance with the terms hereof Loan, Bankers’ Acceptance, BA Equivalent Note or other Obligation (any such term loan or increase in or replacement of the Aggregate Commitments, an “Accordion Advance”); provided that the aggregate amounts so requested under clauses (i) and (ii) above after the date hereof Closing Date (excluding any such amounts to the extent concurrently used to prepay term loans or replace Aggregate Commitments) shall not exceed $300,000,000U.S.$500,000,000; and provided, further, that, after giving effect to any such Accordion Advance, the Total Facility Amount shall not at any time exceed $1,500,000,000 U.S.$3,000,000,000 in the aggregate (minus any and all permanent reductions of the Aggregate Commitments previously effected by the Borrowers Borrower pursuant to Section 2.06 2.07 or prepayments of the Term Loan or any other term loan advanced hereunder from time to time and then outstanding (other than in connection with a prior term loan or replacement of the Aggregate Commitments under this Section 2.14(a2.15(a))). In no event shall any existing Lender be required to increase its Revolving Commitment or fund any portion of any Accordion Advance. Any Accordion Advance will be subject to pricing and fees based on the then-current market for borrowers with similar credit profiles and ratings as mutually agreed to by the BorrowersBorrower, the Administrative Agent Agents and the Lenders providing commitments for such Accordion Advance, as set forth in any applicable Conforming Amendment (defined below) or related fee letters.

Request for Accordion Advance. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall thereafter promptly notify the Lenders as set forth in this Section), and subject to the terms of this Section 2.142.16, the Borrowers Borrower may from time to time, without obtaining further consent from the Lenders, request (i) an increase in or replacement of the Aggregate Commitments (which increase or replacement and the proceeds of any Committed Loans to be advanced thereunder may be used, in whole or in part, to prepay any Loans then outstanding in accordance with the terms hereof), and (ii) one or more term loans (which term loan may be in the form of a new term loan or an increase to any other term loan advanced hereunder from time to time and then outstanding), the proceeds of which may be used, in whole or in part, to prepay any Loans then outstanding in accordance with the terms hereof (any such term loan or increase in or replacement of the Aggregate Commitments, an “Accordion Advance”); provided provided, that (x) any such request shall be in a minimum amount of $5,000,000 and (y) the aggregate amounts so requested under clauses (i) and (ii) above after the date hereof (excluding any such amounts to the extent concurrently used to prepay term loans or replace Aggregate Commitments) shall not exceed $300,000,00015,000,000; and provided, further, that, that after giving effect to any such Accordion Advance, the Total Facility Amount shall not at any time exceed $1,500,000,000 95,000,000 in the aggregate (minus any and all permanent reductions of the Aggregate Commitments previously effected by the Borrowers Borrower pursuant to Section 2.06 2.07 or prepayments of any term loan advanced hereunder from time to time and then outstanding (other than in connection with a prior term loan or replacement of the Aggregate Commitments under this Section 2.14(a2.16(a))). In no event shall any existing Lender be required to increase its Revolving Commitment or fund any portion of any Accordion Advance. Any Accordion Advance will be subject to pricing and fees based on the then-current market for borrowers with similar credit profiles and ratings as mutually agreed to by the BorrowersBorrower, the Administrative Agent and the Lenders providing commitments for such Accordion Advance, as set forth in any applicable Conforming Amendment (defined below) or related fee letters.