Common use of Accordion Clause in Contracts

Accordion. (a) At any time and from time to time on any Business Day until the Maturity Date, and so long as: (i) no Default or Event of Default has occurred and is continuing; (ii) the Borrower is in compliance with the financial covenants set out in Sections 11.1(m) to 11.1(o), on a pro forma basis; and (iii) any increase to the amount of the Facility would not trigger a Default or Event of Default, the Borrower may, by written notice to the Administrative Agent and the Lenders, request incremental increases to the Facility (each an “Accordion Request”) in an aggregate incremental amount not exceeding the greater of: (A) $50,000,000 and (B) an amount equal to the difference between the Total Commitment Amount as of the Closing Date and $100,000,000 (collectively, the “Accordion”). (b) Each Accordion Request shall be in a minimum amount of $5,000,000 (or in an amount corresponding to the then remaining unused amount of the Accordion, if such unused amount is then less than $5,000,000), provided that any increase of the Facility contemplated by any Accordion Request shall not cause the Facility to exceed $100,000,000. (c) Each Lender shall notify the Administrative Agent within thirty (30) days of receipt of an Accordion Request whether or not it agrees, in its sole discretion, to increase its Individual Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender which does not respond within such specified time period shall be deemed to have declined to increase its Individual Commitment. It is expressly understood that no Lender shall have any right or obligation to increase its Individual Commitment pursuant to an Accordion Request. (d) The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders' responses to each Accordion Request. If there is less than full participation by existing Lenders in an increase under an Accordion Request after the foregoing procedures are completed, then the Borrower may add one or more new Lenders reasonably acceptable to the Administrative Agent as parties to this Agreement for purposes of participating in such remaining portion. (e) After giving effect to the procedures described in this Section 2.4, each Lender participating in an increase to the Facility pursuant to an Accordion Request shall have its Individual Commitment increased to the extent of its participation in such increase. (f) The Borrower agrees to execute such amendments and supplements to the Security Documents as the Administrative Agent reasonably deems necessary in connection with each Accordion Request.

Accordion. (a) At any time 2.22.1. Subject to the terms and conditions of this Section 2.22, and provided no Default or Matured Default exists, the Borrower shall have the right from time to time on any Business Day until or before the Maturity Date, and so long as: Termination Date (ibut in no event more than two (2) no Default or Event times during the term of Default has occurred and is continuing; (ii) the Borrower is in compliance with the financial covenants set out in Sections 11.1(m) to 11.1(othis Agreement), on a pro forma basis; and (iii) any increase to the amount of the Facility would upon not trigger a Default or Event of Default, the Borrower may, by less than 30 days’ prior written notice to the Administrative Agent and (such written notice being herein referred to as a “Revolving Credit Increase Notice”), to increase on the Lenders, request incremental increases to date specified in the Facility Revolving Credit Increase Notice (each an the “Accordion RequestRevolving Credit Increase Date”) in an aggregate incremental amount not exceeding the greater of: (A) $50,000,000 and (B) an amount equal to the difference between the Total Commitment Amount as of the Closing Date and $100,000,000 (collectively), the “Accordion”). (b) Each Accordion Request shall be in a minimum amount of $5,000,000 (or in an amount corresponding to the then remaining unused amount of the AccordionRevolving Credit Commitment by the amount specified in the Revolving Credit Increase Notice (the “Revolving Credit Increase Amount”) which shall be a minimum of $10,000,000; provided, if such unused however, that in no event shall the amount is then less of the Revolving Credit Loans and the aggregate Revolving Credit Commitment be increased to an amount greater than $5,000,000)190,000,000, provided and further provided, however, that any increase of no such Revolving Credit Increase Amount shall be permitted under this Agreement if a Default or Matured Default shall exist on the Facility contemplated by any Accordion Request shall not cause the Facility to exceed $100,000,000. (c) Each Lender shall notify date the Administrative Agent within thirty (30) days of receipt of an Accordion Request whether receives the Revolving Credit Increase Notice or not it agrees, in its sole discretion, to increase its Individual Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender which does not respond within such specified time period shall be deemed to have declined to increase its Individual Commitment. It is expressly understood that no Lender shall have any right or obligation to increase its Individual Commitment pursuant to an Accordion Requeston the Revolving Credit Increase Date. (d) 2.22.2. The Administrative Agent shall promptly notify the Banks of any Revolving Credit Increase Notice from the Borrower, and within 10 Business Days after receipt of such Revolving Credit Increase Notice, each of the Banks shall notify the Borrower and each Lender the Administrative Agent of its determination whether to participate in the requested increase in the Revolving Credit Commitment. If one or more of the Lenders' responses Banks elects not to each Accordion Request. If there is increase its Commitment (or to increase its Commitment by an amount less than full participation by existing Lenders in an increase under an Accordion Request after its Pro Rata of the foregoing procedures are completedRevolving Credit Increase Amount), then the Borrower may add request that the other Banks increase their Commitments by the amount of the shortfall or seek to obtain Commitments from other financial institutions to become additional Banks under this Agreement (subject to the consent of the Administrative Agent, but without the consent of any other Banks). The Borrower shall notify the Administrative Agent of any financial institution that shall have agreed to become an additional Bank party to this Agreement (a “New Bank”) in connection with a Revolving Credit Increase Notice and the amount of its proposed Commitment, and the Administrative Agent shall then have a period of five Business Days in which to consent or withhold consent to the admission of the proposed New Bank. If the Borrower is unable within 30 days after delivering any Revolving Credit Increase Notice to obtain approval from the Banks to increase their Commitments and/or to secure Commitments from New Banks for the full amount of the Revolving Credit Increase Amount, the Revolving Credit Increase Notice shall become effective only to the extent of the increased or new Commitments actually obtained; provided that no increase in the Revolving Credit Commitment shall become effective unless the Borrower is able to obtain approval from one or more new Lenders Banks to increase their Commitments and/or to secure Commitments from New Banks for an aggregate increase in the Revolving Credit Commitment of at least $5,000,000. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Bank to increase its Commitment at any time, and no Bank shall be obligated to agree to any increase in its Commitment. 2.22.3. Any increase in the Revolving Credit Commitment shall be subject to the satisfaction of the following conditions precedent at or as of the Revolving Credit Increase Date: (i) no Default or Matured Default shall have occurred and then be continuing; (ii) all representations and warranties contained in this Agreement shall be true and correct in all material respects as though made on such date; (iii) each Bank that shall have agreed to provide an increase in its Commitment shall have confirmed such increase to the Borrower and the Administrative Agent in writing; (iv) each New Bank shall have executed and delivered such documents as the Administrative Agent shall have reasonably acceptable required in order for it to subscribe to the terms and conditions of this Agreement and the other Loan Documents and agree to be bound by the terms and provisions hereof and thereof or as the Administrative Agent shall have reasonably requested in connection with such increase; (v) each New Bank shall have executed and delivered a supplement to the Prudential Intercreditor Agreement and such other documents as may be reasonably required in order for it to subscribe to the terms and conditions of the Prudential Intercreditor Agreement; (vi) counsel for the Borrower shall have provided to the Administrative Agent as parties a supplemental opinion in form and substance reasonably satisfactory to this Agreement for purposes of participating in such remaining portion. the Administrative Agent; (evii) After the outstanding Loans shall have been reallocated ratably among the Banks (including new Banks) after giving effect to such increase; and (viii) all legal matters incident to such increase and the procedures described in admission of any New Banks under this Section 2.4, each Lender participating in an increase Agreement shall be satisfactory to the Facility pursuant to an Accordion Request shall have Administrative Agent and its Individual Commitment increased to the extent of its participation in such increase. (f) counsel. The Borrower agrees to execute such amendments and supplements compensate each Bank, to the Security Documents as the Administrative Agent reasonably deems necessary extent required by Section 2.19, for any losses or expenses incurred by such Bank in connection with the reallocation of any outstanding Revolving Credit Loans. The Borrower shall execute and deliver (i) to each Accordion RequestBank that shall have agreed to provide an increase in its Commitment, a substitute Note payable to the order of such Bank in the principal amount of its increased Commitment, and (ii) to each New Bank, a new Note payable to the order of each New Bank in the principal amount of its Commitment. No increase in the aggregate Revolving Credit Commitment shall become effective unless and until each of the foregoing conditions precedent has been satisfied.

Accordion. (a) At any time following the Closing Date and from time to time on any Business Day until the Maturity Date, and so long as: (i) no Default or Event of Default has occurred and is continuing; (ii) the Borrower is in compliance with the financial covenants set out in Sections 11.1(m) to 11.1(o), on a pro forma basis; and (iii) any increase to the amount of the Facility would not trigger a Default or Event of Default, , (b) the Borrower may, by written notice to the Administrative Agent and the Lenders, request incremental increases to the Facility (each an “Accordion Request”) in an aggregate incremental amount not exceeding the greater of: (A) $50,000,000 and (B) an amount equal to the difference between the Total Commitment Amount as of the Closing Date and $100,000,000 (collectively, the “Accordion”). (b) . Each Accordion Request shall be in a minimum amount of $5,000,000 (or in an amount corresponding to the then remaining unused amount of the Accordion, if such unused amount is then less than $5,000,000), provided that any increase of the Facility contemplated by any Accordion Request shall not cause the Facility to exceed $100,000,000. (c) Each Lender shall notify the Administrative Agent within thirty (30) 30 days of receipt of an Accordion Request whether or not it agrees, in its sole discretion, to increase its Individual Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender which does not respond within such specified time period shall be deemed to have declined to increase its Individual Commitment. It is expressly understood that no Lender shall have any right or obligation to increase its Individual Commitment pursuant to an Accordion Request. (d) The Administrative Agent shall promptly notify the Borrower and each Lender of the Lenders' responses to each Accordion Request. If there is less than full participation by existing Lenders in an increase under an Accordion Request after the foregoing procedures are completed, then the Borrower may add one or more new Lenders reasonably acceptable to the Administrative Agent as parties to this Agreement for purposes of participating in such remaining portion. (e) After giving effect to the procedures described in this Section 2.4, each Lender participating in an increase to the Facility pursuant to an Accordion Request shall have its Individual Commitment increased to the extent of its participation in such increase. (f) The Borrower agrees to execute such amendments and supplements to the Security Documents as the Administrative Agent reasonably deems necessary in connection with each Accordion Request.