Common use of Accordion Option Clause in Contracts

Accordion Option. Unless a Default or an Event of Default has occurred and is then continuing, so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, Administrative Borrower may make a maximum of four requests that the Accordion Lenders increase their Commitments hereunder in minimum increments of $5,000,000 (each such increase, an “Accordion Activation” and the amount of each such increase, an “Accordion Amount”) by an amount which shall not exceed, together with all Accordion Amounts in respect of all other Accordion Activations, the aggregate amount of all Accordion Commitments; provided, that (i) Administrative Borrower shall have made such request subsequent to the Closing Date but prior to Termination Date, (ii) in no event shall the Commitments of the Accordion Lenders be increased pursuant to this Section 2.2(h) by an amount which exceeds, in the aggregate, $25,000,000, (iii) in no event shall the Commitments of all Lenders be increased under this Section 2.2(h) so as to exceed $250,000,000, (iv) in no event shall the increase for any Accordion Lender exceed its respective Accordion Commitment, (v) all Accordion Activations are made ratably among the Accordion Lenders in accordance with their respective Accordion Commitments, (vi) no Default or Event of Default will occur as a result of such Accordion Activation, (vii) no default or event of default will occur under any other agreement of Indebtedness as a result of such Accordion Activation and (viii) Borrowers shall pay Agent (for the ratable benefit of the Accordion Lenders, subject to any letter agreement between Agent and Accordion Lenders), an Accordion Activation Fee. The amount of each Accordion Lender’s Accordion Commitment is set forth opposite its name on Schedule C-1 annexed hereto. On the effective date of the Accordion Activation effected in accordance with this Section 2.2(h), Schedule C-1 annexed hereto shall be deemed to be amended to reflect (a) the name, address, Commitment, and Pro Rata Share of each Lender, and (B) the Maximum Revolver Amount and Commitments as increased by such Accordion Activation.

Accordion Option. Unless a Potential Event of Default or an Event of Default has occurred and is then continuing, so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder continuing and except as otherwise provided herein, Administrative Borrower Company may make a maximum of four requests one (1) request that the Accordion Lenders increase their Commitments hereunder in minimum increments of $5,000,000 (each such increase, an the “Accordion Activation” and the amount of each such increase, an “Accordion Amount”) by an amount which shall not exceed, together with all Accordion Amounts in respect of all other Accordion Activations, the aggregate amount of all Accordion Commitments); provided, provided that (i) Administrative Borrower Company shall have made such request subsequent to the Closing Date but prior to Termination DateXxxxx 00, 0000, (iixx) in no event shall the Commitments of the Accordion Lenders be increased pursuant to this Section 2.2(h) subsection 2.1H by an amount which exceeds, in the aggregate, $25,000,000the Accordion Amount, (iii) in no event shall the Commitments Commitment of all Lenders be increased under this Section 2.2(h) subsection 2.1H so as to exceed $250,000,000exceed, in the aggregate, the Maximum Revolving Amount, (iv) in no event Company shall have Excess Availability of (a) $5,000,000 or more prior to the increase for any Accordion Lender exceed its respective Activation and (b) $7,500,000 or more following the Accordion CommitmentActivation, (v) all Accordion Activations are made ratably among on the effective date specified in any Confirmation of Increase in Commitment hereunder (as defined below), Company shall pay to Agent for the pro rata accounts of the Accordion Lenders Lenders, a nonrefundable activation fee in accordance with their respective an amount equal to 0.25% of the aggregate amount of the increase in Commitments as a result of such Accordion CommitmentsActivation, and (vi) no Potential Event of Default or Event of Default will occur as a result of such Accordion Activation. Upon a request by Company hereunder, (vii) no default or event of default will occur under any other agreement of Indebtedness as a result of such each Accordion Activation and (viii) Borrowers Lender shall pay Agent (for the ratable benefit of the increase its Commitment by an amount equal to its Accordion Lenders, subject to any letter agreement between Agent and Accordion Lenders), an Accordion Activation FeeCommitment. The amount of each Accordion Lender’s Accordion Commitment is set forth opposite its name on Schedule C-1 2.1 annexed hereto. Each Accordion Lender increasing its Commitment pursuant to this subsection 2.1H shall execute a Confirmation of Increase in Commitment in the form of Exhibit VI attached hereto (a “Confirmation of Increase in Commitment”). On the effective date of the Accordion Activation effected in accordance with this Section 2.2(h)subsection 2.1H, Schedule C-1 2.1 annexed hereto shall be deemed to be amended to reflect (a) the name, address, Commitment, and Pro Rata Share of each Lender, and (B) the Maximum Revolver Amount and Commitments as increased by such Accordion Activation.reflect

Accordion Option. Unless (i) Subject to subsection 2.1(f)(ii), unless a Default or an Event of Default has occurred and is then continuing, so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder continuing and except as otherwise provided herein, Administrative Borrower may make a maximum of four requests one (1) request, by notice to the Agent, that the Accordion Lenders increase their Commitments hereunder (in minimum increments the case of $5,000,000 existing Lenders) or make a Commitment (each in the case of an additional financial institution which is not a Lender at such increasetime), an “the "Accordion Activation” and the amount of each such increase, an “Accordion Amount”) by an amount which shall not exceed, together with all Accordion Amounts in respect of all other Accordion Activations, the aggregate amount of all Accordion Commitments; provided, that (i) Administrative Borrower shall have made such request subsequent to the Closing Date but prior to Termination Date"), (ii) upon receipt of the Accordion Activation notice, Agent shall have the right to solicit additional financial institutions to become Lenders for purposes of this Agreement or to encourage any Lender to increase its Commitment, provided that (A) each such financial institution that becomes a Lender shall agree to become a party to, and shall assume and agree to be bound by, this Agreement subject to all terms and conditions hereof; (B) the Agent shall have no obligation to any Borrower or to any Lender to solicit additional financial institutions or any Lender pursuant to this subsection 2.1(f) and each such Accordion Lender increasing its Commitment pursuant to this subsection 2.1(f) shall execute a Confirmation of Accordion Commitment in the form of Exhibit C-2 attached hereto (a "Confirmation of Accordion Commitment"); (C) no Lender shall have any obligation to the Borrowers, the Agent or any other Lender to increase its Commitment or such Lender's Pro Rata Share, (D) in no event shall the Commitments of the Accordion Lenders be increased pursuant to this Section 2.2(hsubsection 2.1(f) by an amount which exceeds, in the aggregate, $25,000,000the Accordion Amount, (iiiE) in no event shall the Commitments Commitment of all Lenders be increased under this Section 2.2(hsubsection 2.1(f) so as to exceed $250,000,000exceed, in the aggregate, the Maximum Amount (after giving effect to the Accordion Amount), (ivF) in no event Borrowers shall have Excess Availability of (I) $10,000,000 or more prior to the increase for any Accordion Lender exceed its respective Activation and (II) $10,000,000 or more following the Accordion CommitmentActivation, (vG) all on the effective date specified in any Confirmation of Accordion Activations are made ratably among Commitment hereunder, Borrowers shall pay to Agent for the pro rata accounts of the Accordion Lenders Lenders, a nonrefundable activation fee in accordance with their respective an amount equal to 0.25% of the aggregate amount of the Accordion CommitmentsCommitments as a result of such Accordion Activation, and (viH) no Default or Event of Default will occur as a result of such Accordion Activation, (vii) no default or event of default will occur under any other agreement of Indebtedness as a result of such Accordion Activation and (viiiiii) Borrowers shall pay Agent (for the ratable benefit of the Accordion Lenders, subject to any letter agreement between Agent and Accordion Lenders), an Accordion Activation Fee. The amount of each Accordion Lender’s Accordion Commitment is set forth opposite its name on Schedule C-1 annexed hereto. On the effective date of the Accordion Activation effected in accordance with this Section 2.2(hsubsection 2.1(f), Schedule C-1 annexed hereto the Agent shall be deemed to be amended to reflect (a) without further consent of the nameLenders, address, Commitment, and Pro Rata Share of each Lender, and (B) the Maximum Revolver Amount and Commitments as increased by such Accordion Activation.amend

Accordion Option. Unless a Potential Event of Default or an Event of Default has occurred and is then continuing, so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder continuing and except as otherwise provided herein, Administrative Borrower Company may make a maximum of four requests one (1) request that the Accordion Lenders increase their Commitments hereunder in minimum increments of $5,000,000 (each such increase, an “the "Accordion Activation” and the amount of each such increase, an “Accordion Amount”) by an amount which shall not exceed, together with all Accordion Amounts in respect of all other Accordion Activations, the aggregate amount of all Accordion Commitments"); provided, provided that (i) Administrative Borrower Company shall have made such request subsequent to the Closing Date but prior to Termination DateXxxxx 00, 0000, (iixx) in no event shall the Commitments of the Accordion Lenders be increased pursuant to this Section 2.2(h) subsection 2.1H by an amount which exceeds, in the aggregate, $25,000,000the Accordion Amount, (iii) in no event shall the Commitments Commitment of all Lenders be increased under this Section 2.2(h) subsection 2.1H so as to exceed $250,000,000exceed, in the aggregate, the Maximum Revolving Amount, (iv) on the effective date specified in no event any Confirmation of Increase in Commitment hereunder (as defined below), Company shall pay to Agent for the pro rata accounts of the Accordion Lenders, a nonrefundable activation fee in an amount equal to 0.25% of the aggregate amount of the increase for any in Commitments as a result of such Accordion Lender exceed its respective Accordion CommitmentActivation, and (v) all Accordion Activations are made ratably among the Accordion Lenders in accordance with their respective Accordion Commitments, (vi) no Potential Event of Default or Event of Default will occur as a result of such Accordion Activation. Upon a request by Company hereunder, (vii) no default or event of default will occur under any other agreement of Indebtedness as a result of such each Accordion Activation and (viii) Borrowers Lender shall pay Agent (for the ratable benefit of the increase its Commitment by an amount equal to its Accordion Lenders, subject to any letter agreement between Agent and Accordion Lenders), an Accordion Activation FeeCommitment. The amount of each Accordion Lender’s 's Accordion Commitment is set forth opposite its name on Schedule C-1 2.1 annexed hereto. Each Accordion Lender increasing its Commitment pursuant to this subsection 2.1H shall execute a Confirmation of Increase in Commitment in the form of Exhibit VI attached hereto (a “Confirmation of Increase in Commitment”). On the effective date of the Accordion Activation effected in accordance with this Section 2.2(h)subsection 2.1H, Schedule C-1 2.1 annexed hereto shall be deemed to be amended to reflect (a) the name, address, Commitment, and Pro Rata Share of each Lender, Lender and (B) the Maximum Revolver Revolving Amount and Commitments as increased by such Accordion Activation.”

Accordion Option. Unless a Notwithstanding anything in this Agreement to the contrary, each of the Lenders agrees that at anytime until January 31, 2006, and so long as no Default or an Event of Default has occurred and or is then continuingcontinuing or would result there from, so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, Administrative Borrower may make a maximum of four requests request that the Accordion Commitment be increased in an aggregate amount up to the Increased Amount to facilitate the Embassy Acquisition or other acquisitions permitted under this Agreement. Following any such request by the Borrower, the then existing Lenders increase their Commitments hereunder in minimum increments of $5,000,000 (shall each such have first right, together with other then existing Lenders to increase, an “Accordion Activation” and pro rata, the amount of each such increasetheir respective Commitment, an “Accordion Amount”) by an amount which shall not exceed, together with all Accordion Amounts in respect of all other Accordion Activations, provided that the aggregate amount of all Accordion Commitments; providedCommitments outstanding following any such increases does not exceed the Increased Amount. In the event that the then existing Lenders fail to increase their respective Commitments in the aggregate up to the Increased Amount, the Agent and the Borrower shall each individually have the right to solicit additional financial institutions to become Lenders for purposes of this Agreement, provided that (ia) Administrative Borrower each financial institution that becomes a Lender shall have made such request subsequent be a commercial bank legally qualified to act as a lender under the Closing Date but prior terms of the Credit Agreement and shall agree to Termination Datebecome a party to, and shall assume and agree to be bound by, this Agreement, subject to all terms and conditions hereof; (iib) any increase in the amount of the Commitment shall be used solely to finance an acquisition permitted under this Agreement or other acquisition that has been approved by each of the Lenders and the Agent; and (c) in no event shall the Commitments addition of any Lender or Lenders or the increase in the Commitment of any Lender under this Section 2.14 increase the sum of the Accordion Lenders be increased pursuant to this Section 2.2(h) by an amount which exceeds, in the aggregate, $25,000,000, (iii) in no event shall total of the Commitments of all Lenders be increased under this Section 2.2(h) so as Agreement to exceed $250,000,000, (iv) in no event shall an amount greater than the Increased Amount. Each of the Lenders agrees that upon the addition of any Lender or the increase for in the Commitment of any Accordion Lender exceed its respective Accordion CommitmentLender, (v) all Accordion Activations are made ratably among the Accordion Lenders in accordance with their respective Accordion CommitmentsAgent shall, (vi) no Default or Event of Default will occur as a result of such Accordion Activation, (vii) no default or event of default will occur under any other agreement of Indebtedness as a result of such Accordion Activation and (viii) Borrowers shall pay Agent (for without the ratable benefit further consent of the Accordion Lenders, subject amend Schedule 2.01 to reflect such increase or addition and may amend this Agreement and the other Loan Documents to make such conforming changes to this Agreement and the other Loan Documents including, without limitation, the Notes, as the Agent shall determine are necessary to accomplish the increase in the total Commitment and the adjustments to the Commitment percentages and the assignability provisions relating thereto, and the Borrower shall execute or deliver any letter agreement between such amendment or other document as may be reasonably required by the Agent and Accordion Lenders), an Accordion Activation Feeor any Lender in connection therewith. The amount Agent agrees to provide to the Lenders and the Borrower an executed copy of each Accordion Lender’s Accordion Commitment is set forth opposite its name on Schedule C-1 annexed hereto. On the effective date of the Accordion Activation effected in accordance with any amendments made pursuant to this Section 2.2(h), Schedule C-1 annexed hereto shall be deemed to be amended to reflect (a) the name, address, Commitment, and Pro Rata Share of each Lender, and (B) the Maximum Revolver Amount and Commitments as increased by such Accordion Activation2.14.

Accordion Option. Unless a Default or an Event of Default has occurred and is then continuing, so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, Administrative Borrower may make a maximum of four requests 1 request that the Accordion Lenders increase their U.S. Commitments hereunder in minimum increments of $5,000,000 (each such increase, an “the "Accordion Activation” and the amount of each such increase, an “Accordion Amount”) by an amount which shall not exceed, together with all Accordion Amounts in respect of all other Accordion Activations, the aggregate amount of all Accordion Commitments"); provided, that (i) Administrative Borrower shall have made such request subsequent to the Closing Date but prior to Termination DateSeptember 15, 2007, (ii) in no event shall the U.S. Commitments of the Accordion Lenders be increased pursuant to this Section 2.2(h2.2.A.(h) by an amount which exceeds, in the aggregate, $25,000,000the Accordion Amount, (iii) in no event shall the Commitments Commitment of all Lenders be increased under this Section 2.2(h2.2.A.(h) so as to exceed $250,000,000exceed, in the aggregate, the Maximum Revolver Amount, (iv) in no event shall the increase for any Accordion Lender Commitments of all U.S. Lenders be increased under this Section 2.2.A.(h) so as to exceed its respective Accordion Commitment, $157,000,000 (v) all Accordion Activations are made ratably among the Accordion Lenders in accordance with their respective Accordion Commitments, (vi) no Default or Event of Default will occur as a result of such Accordion Activation, (vii) no default or event of default will occur under any other agreement of Indebtedness as a result of such Accordion Activation and (viiivi) U.S. Borrowers shall pay Agent (for the ratable benefit of the Accordion Lenders, subject to any letter agreement between Agent and Accordion Lenders), an Accordion Activation FeeFee pursuant to the terms of the Fee Letter. Upon a request by Administrative Borrower hereunder, each Accordion Lender shall increase its U.S. Commitment by an amount equal to its Accordion Commitment. The amount of each Accordion Lender’s 's Accordion Commitment is set forth opposite its name on Schedule C-1 annexed hereto. Each Accordion Lender increasing its Commitment pursuant to this Section 2.2.A.(h) shall execute a Confirmation of Increase in Commitment in the form of Exhibit C-2 attached hereto (a "Confirmation of Increase in Commitment"). On the effective date of the Accordion Activation effected in accordance with this Section 2.2(h2.2.A.(h), Schedule C-1 annexed hereto shall be deemed to be amended to reflect (a) the name, address, Commitment, and Pro Rata Share of each U.S. Lender, and (B) the Maximum Revolver Amount and U.S. Commitments as increased by such Accordion Activation.

Accordion Option. Unless (i) Subject to subsection 2.1(f)(ii), unless a Default or an Event of Default has occurred and is then continuing, so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder continuing and except as otherwise provided herein, Administrative Borrower may make a maximum of four requests one (1) request, by notice to the Agent, that the Accordion Lenders increase their Revolving Credit Commitments hereunder (in minimum increments the case of $5,000,000 existing Revolving Credit Lenders) or make a Revolving Credit Commitment (each in the case of an additional financial institution which is not a Revolving Credit Lender at such increasetime), an the “Accordion Activation” and the amount of each such increase, an “Accordion Amount”) by an amount which shall not exceed, together with all Accordion Amounts in respect of all other Accordion Activations, the aggregate amount of all Accordion Commitments; provided, that (i) Administrative Borrower shall have made such request subsequent to the Closing Date but prior to Termination Date), (ii) upon receipt of the Accordion Activation notice, Agent shall have the right to solicit additional financial institutions to become Revolving Credit Lenders for purposes of this Agreement or to encourage any Revolving Credit Lender to increase its Revolving Credit Commitment, provided that (A) each such financial institution that becomes a Revolving Credit Lender shall agree to become a party to, and shall assume and agree to be bound by, this Agreement subject to all terms and conditions hereof; (B) the Agent shall have no obligation to any Borrower or to any Revolving Credit Lender to solicit additional financial institutions or any Revolving Credit Lender pursuant to this subsection 2.1(f) and each such Accordion Lender increasing its Revolving Credit Commitment pursuant to this subsection 2.1(f) shall execute a Confirmation of Accordion Commitment in the form of Exhibit C-2 attached hereto (a “Confirmation of Accordion Commitment”); (C) no Revolving Credit Lender shall have any obligation to the Borrowers, the Agent or any other Revolving Credit Lender to increase its Revolving Credit Commitment or such Revolving Credit Lender’s Pro Rata Share, (D) in no event shall the Revolving Credit Commitments of the Accordion Lenders be increased pursuant to this Section 2.2(hsubsection 2.1(f) by an amount which exceeds, in the aggregate, $25,000,000the Accordion Amount, (iiiE) in no event shall the Commitments Revolving Credit Commitment of all Revolving Credit Lenders be increased under this Section 2.2(hsubsection 2.1(f) so as to exceed $250,000,000exceed, in the aggregate, the Maximum Amount (after giving effect to the Accordion Amount), (ivF) in no event Borrowers shall have Excess Availability of $10,000,000 or more prior to the increase for any Accordion Lender exceed its respective Accordion CommitmentActivation, (vG) all on the effective date specified in any Confirmation of Accordion Activations are made ratably among Commitment hereunder, Borrowers shall pay to Agent for the pro rata accounts of the Accordion Lenders Lenders, a nonrefundable activation fee in accordance with their respective an amount equal to 0.25% of the aggregate amount of the Accordion CommitmentsCommitments as a result of such Accordion Activation, and (viH) no Default or Event of Default will occur as a result of such Accordion Activation, (vii) no default or event of default will occur under any other agreement of Indebtedness as a result of such Accordion Activation and (viiiiii) Borrowers shall pay Agent (for the ratable benefit of the Accordion Lenders, subject to any letter agreement between Agent and Accordion Lenders), an Accordion Activation Fee. The amount of each Accordion Lender’s Accordion Commitment is set forth opposite its name on Schedule C-1 annexed hereto. On the effective date of the Accordion Activation effected in accordance with this Section 2.2(hsubsection 2.1(f), the Agent shall without further consent of the Revolving Credit Lenders, amend (a) Schedule C-1 annexed hereto shall be deemed to be amended to reflect (a) the name, address, Revolving Credit Commitment, and Pro Rata Share of each Lender, Revolving Credit Lender and (B) the Maximum Revolver Amount and Commitments as increased by such Accordion Activation and (b) this Agreement and the other Loan Documents to make such conforming changes to this Agreement and the other Loan Documents as the Agent may determine are necessary to effectuate the Accordion Activation.