Common use of Accordion Feature Clause in Contracts

Accordion Feature. Upon request of Borrower, at any time and from time to time prior to the Termination Date and subject to the commercial reasonable (from the standpoint of a secured creditor) approval of Agent and the consent of any Person whose consent is required under the terms of any of the other Loan Documents, Agent will work with Borrower in good faith and using commercially reasonable efforts to act as arranger to increase the Term Loan Commitments by an aggregate amount not to exceed $10,000,000 with additional Term Loan Commitments from Lenders or new Term Loan Commitments from financial institutions with which the Agent has existing lending relationships, or which are clients of Agent, or any other lenders identified by Borrower and, in each case, reasonably acceptable to Agent and Borrower, provided, that: (i) at the time of any such increase, no Default or Event of Default has occurred and is continuing; (ii) no Lender shall be obligated to participate in any such increase by increasing the amount of its own Term Loan Commitment, which decision shall be made in the sole discretion of each Lender; (iii) Agent shall have determined, in its commercially reasonable (from the standpoint of a secured creditor judgment) that such increase in the Term Loan Commitments shall not create any increased risk that Borrower will be unable to perform its obligations hereunder; (iv) such additional Term Loan Commitments shall be in a minimum aggregate principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof; (v) Agent and Lenders shall have received any fees required by Agent and Lenders (including, without limitation, any such fees as may be due pursuant to any fee letter) in connection with such increase and (vi) all documents reasonably required by Agent to evidence any such increase shall be executed and delivered to Agent on or before the effective date of such increase, including, without limitation, one or more new or replacement Notes as may be requested by any Lender.

Accordion Feature. Upon request of Borrower(a) The Borrower may, at any time and from time to time prior to the Termination Date and subject to the commercial reasonable (from the standpoint of a secured creditor) approval of Agent and the consent of any Person whose consent is required under the terms of any Maturity Date, request an increase of the other Loan DocumentsCommitment (each, Agent will work with Borrower in good faith and using commercially reasonable efforts to act as arranger to increase the Term Loan Commitments an “Increase Request”) by an aggregate amount not greater than $10,000,000 (to a maximum Credit Limit of $25,000,000); provided that: (a) the aggregate principal amount of all increases to the Credit Limit pursuant to this Section 2.7(a) shall not exceed $10,000,000 in the aggregate for all Increase Requests, (b) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (c) the Borrower shall be in compliance with additional Term Loan Commitments from Lenders or new Term Loan Commitments from the financial institutions with which covenants set forth in Section 8.1 on a pro forma basis at the Agent has existing lending relationshipstime of any such Increase Request (after giving effect to any draw contemplated in connection therewith), or which are clients of Agent, or any other lenders identified by Borrower and, in each case, reasonably acceptable to Agent and Borrower, provided, that: (id) at the time of any such Increase Request, the provisions of the Security Documents are effective to continue to create, in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable first priority Lien on all of the Property purported to be covered thereby, and all necessary recordings and filings have been made in all necessary public offices, and all other necessary and appropriate action has been taken, so that each such Security Document continues to create a perfected Lien on all right, title and interest of the Obligor which is a party thereto in the Property covered thereby, prior and superior to all other Liens (subject to Permitted Liens) and all necessary consents to the creation, perfection and enforcement of such Liens, if required, have been obtained from each of the parties to the Material Agreements, to the extent applicable and subject to Section 8.2(g). The Agent shall promptly send a copy of the Increase Request to each Lender. Each of the existing Lenders shall be given the opportunity to increase their respective Commitments prior to any solicitation by the Borrower for an initial Commitment from a Person that is not an existing Lender. If all Lenders agree to participate in the increase in the Credit Limit, the Commitment of each Lender shall be increased in accordance with their respective Applicable Percentage. For certainty, a new Lender may only be proposed by the Borrower to participate in a proposed increase to the Credit if the full amount of the proposed increase pursuant to the subject Increase Request is not completely acquired by Persons that are already Lenders. No Lender shall have any obligation, express or implied, to offer to increase or accept the Borrower’s offer to increase its Commitment. Only the consent of each Lender which agrees to increase its Commitment (each such Lender, an “Increasing Lender”) shall be required to provide the applicable increase in such Lender’s Commitment pursuant to this Section 2.7(a). No Lender which declines to increase its Commitment may be replaced with respect to its Commitment as a result thereof without such Lender’s consent. (b) Each Increasing Lender shall as soon as practicable after each Increase Request is submitted by the Borrower to the Agent, specify in writing to the Borrower and the Agent the amount of the proposed increase that it is willing to assume. The Borrower (in consultation with the Agent) may accept some or all of the offered amounts or designate new lenders (on terms that are no more favourable than those offered to the Lenders except with respect to the allocation of any accordion or commitment fee) that qualify as an Eligible Assignee under this Agreement, as additional Lenders (each such new lender being a “New Accordion Lender”), which New Accordion Lenders may assume all or a portion of the increase in the Credit; provided that such New Accordion Lenders must be approved by the Agent (acting reasonably). (c) Upon delivery to the Agent of an Accordion Agreement executed by the Obligors and an Accordion Lender, the Agent shall promptly execute and deliver such Accordion Agreement whereupon this Agreement and each other Loan Document shall, subject to Sections 2.7(a) and 2.7(b), henceforth be read and construed as if such Accordion Lender were party to this Agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Commitment of such Accordion Lender, and all references to any Lenders in any Loan Document shall (to the extent the context so admits) be construed accordingly. Subsequent thereto, Schedule 4 hereto shall be deemed to be amended to add the Commitment of such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf, each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Agent. (d) The Agent shall promptly notify the Borrower and the Lenders of any increased Commitment with respect to the Credit arising pursuant to Sections 2.7(b) and 2.7(c) (each such increase being a “Facility Increase”) and shall deliver an updated Schedule 1 to all Lenders reflecting such increase. Upon delivery of such updated Schedule 1, no this Agreement shall be deemed to be amended to reflect such updated Schedule without the need of any further action on the part of any party hereto. (e) No increase in the amount of the Credit pursuant to an Increase Request: (i) shall be permitted at any time that a Default or Event of Default has occurred and is continuingcontinuing or if any Default or Event of Default would arise as a result of an increase to the Credit Limit as a result of the exercise of any such Increase Request; and (ii) no Lender shall be obligated effective until (i) the Borrower has brought down the representations and warranties (other than any representation or warranty given at a point in time) set forth in Article 7 hereof pursuant to participate in any such increase an officer certificate addressed to the Agent duly executed by increasing senior officers of the amount of its own Term Loan CommitmentBorrower, which decision shall be made in and (ii) if required by the sole discretion of Agent, acting reasonably, each Lender; (iii) Agent Obligor shall have determined, in its commercially reasonable (from the standpoint of a secured creditor judgment) that such increase in the Term Loan Commitments shall not create any increased risk that Borrower will be unable to perform its obligations hereunder; (iv) such additional Term Loan Commitments shall be in a minimum aggregate principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof; (v) Agent and Lenders shall have received any fees required by Agent and Lenders (including, without limitation, any such fees as may be due pursuant to any fee letter) in connection with such increase and (vi) all documents reasonably required by Agent to evidence any such increase shall be executed and delivered to the Agent on or before a confirmation of its Obligations and/or the effective date of Other Secured Obligations, in form and substance acceptable to the Lenders, acting reasonably, under each Loan Document to which it is a party and acknowledging and confirming that the relevant Accordion Lender benefits from such increase, including, without limitation, one or more new or replacement Notes as may be requested by any LenderLoan Documents.