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 2.15, the Borrower shall deliver to the Agents (i) upon the request of any Lender, a Note (or an 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 Borrower and the customary legal opinion of counsel to the Borrower (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 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 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 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, 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 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 letter executed by the Borrower. In addition, the 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, 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 2.152.14, the Borrower Borrowers shall deliver to the Agents Administrative Agent (i) upon the request of any Lender, a Note (or an amendment and restatement of allonge to 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 Borrower Borrowers and the customary legal opinion of counsel to the Borrower (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)Borrowers, each in form and substance reasonably satisfactory to the Agents 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 Borrower 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 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, to the extent drawn, 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 Agents’ Administrative Agent’s 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 letter executed by the Borrowerletter. In addition, the Borrower Borrowers 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, Term Loan, Bankers’ Acceptances and BA Equivalent Notes Loans 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 2.152.14, the Borrower shall deliver to the Agents Administrative Agent (i) upon the request of any Lender, a Note (or an amendment and restatement of allonge to such Lender’s 's existing Note upon surrender for cancellation of such Note) evidencing such Lender’s 's portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrower and the customary legal opinion of counsel to the Borrower (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)Borrower, each in form and substance reasonably satisfactory to the Agents 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 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 permitted addbacks to Consolidated EBITDA 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, to the extent drawn, 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 Agents’ Administrative Agent's 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 letter executed letter, (vii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the BorrowerBorrower 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 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 AgreementIII) to the extent necessary to keep the outstanding Committed Loans, Term Loan, Bankers’ Acceptances and BA Equivalent Notes Loans 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 2.15, the Borrower shall deliver to the Agents (i) upon the request of any Lender, a Note (or an 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 Borrower and the customary legal opinion of counsel to the Borrower (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 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 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 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, 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 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 letter executed by the Borrower. In addition, the 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, Term Loan, Bankers’ Acceptances and BA Equivalent Notes Loans 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 LoanCommitments. 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 Dollar 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 2.152.16, the Borrower shall deliver to the Agents Administrative Agent, without limitation, (i) upon the request of any Lender, a Note (or an amendment and restatement of allonge to 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 entity authorization and other corporate organizational documentation from the Borrower Loan Parties and the customary legal opinion opinion(s) of counsel to the Borrower (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)Loan Parties, each in form and substance reasonably satisfactory to the Agents 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 Borrower 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 permitted addbacks to Consolidated EBITDA 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, such Accordion Advance (with such amounts adjusted as if to such Accordion 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 Agents’ Administrative Agent’s 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 letter executed by the Borrowerletter. In addition, the 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 AgreementIII) to the extent necessary to keep the outstanding Committed Loans, Term Loan, Bankers’ Acceptances and BA Equivalent Notes Loans 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 2.152.14, the Borrower Borrowers shall deliver to the Agents Administrative Agent (i) upon the request of any Lender, a Note (or an amendment and restatement of allonge to 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 Borrower Borrowers and the customary legal opinion of counsel to the Borrower (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)Borrowers, each in form and substance reasonably satisfactory to the Agents 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 Borrower 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 permitted addbacks to Consolidated EBITDA 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, to the extent drawn, 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 Agents’ Administrative Agent’s 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 letter executed letter, and (vii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of each of the BorrowerBorrowers 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 Borrower shall, after taking into account the application of any Accordion Advance, if applicable, Borrowers shall 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, Term Loan, Bankers’ Acceptances and BA Equivalent Notes Loans 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 2.15, the Borrower shall deliver to the Agents (i) upon the request of any Lender, a Note (or an 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 Borrower Credit Parties and the customary legal opinion of counsel to the Borrower Credit 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 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 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, to the extent drawn, 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 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 letter executed signed by the Borrower. In addition, the 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, 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 2.15, the Borrower shall deliver to the Agents (i) upon the request of any Lender, a Note (or an amendment and restatement of such LenderL▇▇▇▇▇’s existing Note upon surrender for cancellation of such Note) evidencing such LenderL▇▇▇▇▇’s portion of any Accordion Advance, (ii) evidence of applicable corporate authorization and other corporate documentation from the Borrower and the customary legal opinion of counsel to the Borrower (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 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 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 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, 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 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 letter executed by the Borrower. In addition, the 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, 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 2.152.14, the Borrower shall deliver to the Agents Administrative Agent (i) upon the request of any Lender, a Note (or an amendment and restatement of allonge to 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 Borrower and the customary 8884322.11 legal opinion of counsel to the Borrower (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)Borrower, each in form and substance reasonably satisfactory to the Agents 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 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 permitted addbacks to Consolidated EBITDA 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, to the extent drawn, 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 Agents’ Administrative Agent’s 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 letter executed letter, (vii) a certificate, dated as of any Accordion Funding Date, signed by a Responsible Officer of the BorrowerBorrower 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 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 AgreementIII) to the extent necessary to keep the outstanding Committed Loans, Term Loan, Bankers’ Acceptances and BA Equivalent Notes Loans ratable with any revised Applicable Percentages in respect of Committed Revolving 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 2.152.14, the Borrower Borrowers shall deliver to the Agents Administrative Agent (i) upon the request of any Lender, a Note (or an amendment and restatement of allonge to 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 Borrower Borrowers and the customary legal opinion of counsel to the Borrower (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)Borrowers, each in form and substance reasonably satisfactory to the Agents 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 Borrower 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 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, to the extent drawn, 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 Agents’ Administrative Agent’s 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 letter executed by the Borrowerletter. In addition, the Borrower Borrowers 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 and Term Loan, Bankers’ Acceptances and BA Equivalent Notes Loan 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.