Common use of Accordion Clause in Contracts

Accordion. Upon written notice to the Agent during the Accordion Period, and provided that no Default or Potential Default shall exist (or shall occur as a result of any increase in the Lender Commitments or associated credit facilities), the Borrower may at any time request an increase in the aggregate Commitments in an aggregate principal amount not to exceed $20,000,000 (the “Accordion Facilities”), for the purpose of increasing the Aggregate Revolving Loan Commitment. Any such request by Borrower shall be for a minimum amount of $10,000,000, and such a request may be made up to two (2) times hereunder, subject to the aggregate limit for the Accordion Facilities above. For the avoidance of doubt, the limitations set forth in the immediately preceding sentence shall not apply to draws under the Revolving Credit Facility, which shall continue to be governed by Section 2.1. The approval or disapproval of any Accordion Facilities, the amount of any such increase(s), and the related terms and conditions thereof, shall be determined in the sole and absolute discretion of Agent. The Lenders at the time of such request shall have the right (but not the obligation) to participate in any Accordion Facilities in accordance with each Lender’s Applicable Percentage Interest of the Revolving Credit Facility. Any existing Lender shall notify the Agent within ten (10) Business Days of its receipt of a copy of the Borrower’s written request whether or not such Lender is willing to participate in funding its ratable share of the applicable Accordion Facility. If the entire requested amount has not been allocated in accordance with the foregoing provisions within twenty (20) days of the date of the Borrower’s written request, the Borrower may pursue and include new lenders to assist in funding the applicable Accordion Facility hereunder, provided that the addition of new lenders shall be subject to: (i) the reasonable consent of Agent, and (ii) the execution and delivery of such succession, joinder and other instruments and agreements as may be requested by Agent such that any new Lenders become a party to and bound under this Agreement. Schedule A shall be updated by the Agent from time to time to reflect any appropriate modifications thereto resulting from the application of this Section 2.14.

Accordion. Upon written notice Subject to the Agent during the Accordion Periodterms and conditions of this Section 2.21, and provided that no Default or Potential Default shall exist (or shall occur as a result of any increase in the Lender Commitments or associated credit facilities)exists, the Borrower may at any time request an increase in the aggregate Commitments in an aggregate principal amount not to exceed $20,000,000 (the “Accordion Facilities”), for the purpose of increasing the Aggregate Revolving Loan Commitment. Any such request by Borrower shall be for a minimum amount of $10,000,000, and such a request may be made up have the right from time to time (but in no event more than two (2) times hereunderduring any given month) after the date hereof and before the Termination Date, subject upon not less than thirty (30) Business Days’ prior written notice to Agent (such written notice being herein referred to as a “Revolving Credit Increase Notice”), to increase on the aggregate limit for the Accordion Facilities above. For the avoidance of doubt, the limitations set forth date specified in the immediately preceding sentence shall not apply to draws under the Revolving Credit Facility, which shall continue to be governed by Section 2.1. The approval or disapproval of any Accordion FacilitiesIncrease Notice (the “Revolving Credit Increase Date”), the amount of the Revolving 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, however, that in no event shall the amount of the Revolving Credit Loans and the aggregate Revolving Credit Commitment be increased to an amount greater than $260,000,000, and further provided, however, that no such Revolving Credit Increase Amount shall be permitted under this Agreement if a Default shall exist on the date Agent receives the Revolving Credit Increase Notice or on the Revolving Credit Increase Date. Subject to the preceding sentence, on the Revolving Credit Increase Date, the aggregate Revolving Credit Commitment shall be increased by the Revolving Credit Increase Amount and each Bank’s Commitment and Revolving Credit Commitment shall be increased by such Bank’s Pro Rata Share of the Revolving Credit Increase Amount; provided, however, any such increase(s)increase is subject to the following additional conditions being satisfied in form and substance satisfactory to Agent and its counsel: (i) Borrower shall have delivered to Agent an Amended and Restated Revolving Credit Note payable to the order of the relevant Bank, reflecting the increased Revolving Credit Commitment of such Bank, duly executed by Borrower; and (ii) Borrower shall have delivered to Agent an amendment to this Agreement evidencing this Revolving Credit Increase Amount, duly executed by Borrower, with Agent being hereby authorized by each Bank to execute such amendment on behalf of such Bank. Notwithstanding the related terms and conditions thereofforegoing, (i) no Bank shall be determined in the sole and absolute discretion of Agent. The Lenders at the time of such request shall have the right (but not the obligation) required to participate in any Accordion Facilities in accordance with each Lender’s Applicable Percentage Interest of the Revolving Credit Facility. Any existing Lender shall notify the Agent within ten (10) Business Days of its receipt of a copy of the Borrower’s written request whether or not such Lender is willing to participate in funding its ratable share of the applicable Accordion Facility. If the entire requested amount has not been allocated in accordance with the foregoing provisions within twenty (20) days of the date of the Borrower’s written request, the Borrower may pursue and include new lenders to assist in funding the applicable Accordion Facility hereunder, provided that the addition of new lenders shall be subject to: (i) the reasonable consent of Agentincrease, and (ii) the execution and delivery of such succession, joinder and other instruments and agreements as advances hereunder paid by Borrower may not be requested by Agent such that any new Lenders become a party to and bound under this Agreement. Schedule A shall be updated by the Agent from time to time to reflect any appropriate modifications thereto resulting from the application of this Section 2.14re-advanced.

Accordion. Upon written notice (a) Prior to the Agent during expiration of the Accordion Revolving Period, and provided Borrower may request, in writing, that no Default or Potential Default shall exist the Administrative Agent increase the Aggregate Commitment by a total aggregate amount up to $35,000,000 (which, if fully exercised, would increase the Aggregate Commitment to a total aggregate amount up to $175,000,000) (each such increase, an “Increase”) so long as of such date, each of the following conditions are satisfied to the satisfaction of the Administrative Agent (or is waived, at the sole discretion of the Administrative Agent and Lenders): (i) the Administrative Agent and Lenders have elected (which election shall occur as a result of any increase be made in the Lender Commitments or associated credit facilities), Administrative Agent’s and each Lender’s sole discretion) to provide the Borrower may at any time request an increase in the aggregate Commitments in an aggregate principal amount not to exceed $20,000,000 Increase; (the “Accordion Facilities”), for the purpose of increasing the Aggregate Revolving Loan Commitment. Any such request by Borrower shall be for a minimum amount of $10,000,000, and such a request may be made up to two (2ii) times hereunder, subject to the aggregate limit for the Accordion Facilities above. For the avoidance of doubt, the limitations set forth in the immediately preceding sentence shall not apply to draws under the Revolving Credit Facility, which shall continue to be governed by Section 2.1. The approval or disapproval of any Accordion Facilities, the amount of any such increase(s), and the related terms and conditions thereof, shall be determined in the sole and absolute discretion of Agent. The Lenders at the time of such request Increase, no Regulatory Trigger Event, Unmatured Event of Default or Event of Default has occurred and is continuing; the Administrative Agent and Lenders shall have received the right fees described in the Upfront Fee Letter in connection with such Increase; and (but not iii) all documents reasonably required by the obligationAdministrative Agent to evidence any such Increase shall be executed and delivered to the Administrative Agent on or before the effective date of such Increase, including, without limitation, an amendment of this Agreement to reflect such increase or one or more new or replacement Notes. (b) No Lender shall be obligated to participate in any Accordion Facilities Increase by increasing the amount of its own Commitment, which decision shall be made in accordance with the sole discretion of each Lender’s Applicable Percentage Interest Lender whose Commitment is being increased. (c) Any Increase will be effective on the first day of the Revolving Credit Facility. Any existing Lender shall notify calendar month on which the Agent within ten (10conditions set forth in Section 2.04(a) Business Days of its receipt of a copy of the Borrower’s written request whether or not such Lender is willing to participate in funding its ratable share of the applicable Accordion Facility. If the entire requested amount has not have been allocated in accordance with the foregoing provisions within twenty (20) days of the date of the Borrower’s written request, the satisfied; provided that Borrower may pursue and include new lenders reject any increase unless the Aggregate Commitments are increased to assist in funding the applicable Accordion Facility hereunder, provided that the addition of new lenders shall be subject to: (i) the reasonable consent of Agent, and (ii) the execution and delivery of such succession, joinder and other instruments and agreements as may be full amount requested by Agent such that any new Lenders become a party to and bound under this AgreementBorrower. Schedule A shall be updated by the Agent from time to time to reflect any appropriate modifications thereto resulting from the application of this Section 2.142.05. [Reserved]. Section 2.06.

Accordion. Upon written Prior to the Accordion Expiry Date, Borrower may, from time to time after the Effective Date, but not more than on three (3) occasions, request by a notice to Administrative Agent in substantially the Agent during the form of Exhibit 2.1(d) (an “Accordion PeriodRequest”) delivered in writing or via telecopy, and provided that no Default or Potential Default shall exist (or shall occur as a result of any increase in the Lender Commitments or associated credit facilities), the Borrower may at any time request Deutsche Bank provide an increase in the aggregate Commitments Maximum Commitment in an aggregate a principal amount of up to the Accordion Commitment (such increase an “Accordion Amount”) such that the Maximum Commitment following all such increases shall not exceed in the aggregate, $300,000,000. Each Accordion Request shall be for an amount at least equal to exceed $20,000,000 10,000,000 except to the extent the unused portion of the Accordion Amount is less than $10,000,000 in which event such request may be for such unused amount. Upon receipt by Deutsche Bank of notice from Administrative Agent of the Accordion Request and if no Event of Default is then continuing, then Deutsche Bank shall increase its Commitment by the amount of the Accordion Amount following the completion by Administrative Agent of Schedule I to the Accordion Request and the countersignature of the Accordion Request by Deutsche Bank. Upon full execution of the Accordion Request, Administrative Agent and Borrower shall establish the effective date of the increase in the Maximum Commitment (the “Accordion FacilitiesIncrease Date”). On the Accordion Increase Date, for provided that no Event of Default has occurred and is continuing, or would occur by virtue of the purpose of increasing the Aggregate Revolving Loan Commitment. Any such request by Accordion Amount, Borrower shall be for a minimum amount of $10,000,000, (i) execute and such a request may be made up deliver an amended and restated Note to two (2) times hereunder, subject to the aggregate limit for the Accordion Facilities above. For the avoidance of doubt, the limitations set forth Deutsche Bank in the immediately preceding sentence shall not apply to draws under the Revolving Credit Facility, which shall continue to be governed by Section 2.1. The approval or disapproval of any Accordion Facilities, the amount of any such increase(s), and the related terms and conditions thereof, shall be determined in the sole and absolute discretion of Agent. The Lenders at the time of such request shall have the right (but not the obligation) to participate in any Accordion Facilities in accordance with each LenderDeutsche Bank’s Applicable Percentage Interest of the Revolving Credit Facility. Any existing Lender shall notify the Agent within ten (10) Business Days of its receipt of a copy of the Borrower’s written request whether or not such Lender is willing to participate in funding its ratable share of the applicable Accordion Facility. If the entire requested amount has not been allocated in accordance with the foregoing provisions within twenty (20) days of the date of the Borrower’s written request, the Borrower may pursue and include new lenders to assist in funding the applicable Accordion Facility hereunder, provided that the addition of new lenders shall be subject to: (i) the reasonable consent of AgentCommitment, and (ii) pay to Administrative Agent the execution fee due and delivery payable pursuant to the Fee Letter with respect thereto. In addition thereto, on the Accordion Increase Date, Borrower shall, as a condition of such successionthe requested Accordion Amount, joinder and other instruments and agreements satisfy the conditions precedent set forth in Section 6.3 as may be requested by Agent such that any new Lenders become a party to and bound under this Agreementof the Accordion Increase Date. Schedule A On the Accordion Increase Date, the Maximum Commitment shall be updated by the Agent from time sum of the Maximum Commitment in effect immediately prior to time to reflect any appropriate modifications thereto resulting from the application of this Section 2.14Accordion Increase Date, plus the Accordion Amount.

Accordion. Upon written Borrower may, from time to time, but not more than on two (2) occasions within the twelve (12) months following the Closing Date, request by a notice to Administrative Agent in substantially the Agent during the form of Exhibit 2.1(d) (an “Accordion PeriodRequest”) delivered in writing or via telecopy, and provided that no Default or Potential Default shall exist (or shall occur as a result of any increase in the Lender Commitments or associated credit facilities), the Borrower may at any time request Lenders provide an increase in the aggregate Commitments Maximum Commitment in an aggregate a principal amount of up to $100,000,000 (and not to exceed less than $20,000,000 for each request) (the each such increase an “Accordion FacilitiesAmount”)) such that the Maximum Commitment following all such increases shall not exceed, for in the purpose aggregate, $250,000,000. If no Event of increasing the Aggregate Revolving Loan Commitment. Any such request by Borrower Default is then continuing, then Administrative Agent shall be for a minimum amount of $10,000,000, and such a request may be made up to two (2) times hereunder, subject to the aggregate limit for disclose the Accordion Facilities above. For the avoidance of doubtRequest to Lenders and each Lender, the limitations set forth in the immediately preceding sentence shall not apply to draws under the Revolving Credit Facility, which shall continue to be governed by Section 2.1. The approval or disapproval of any Accordion Facilities, the amount of any such increase(s), and the related terms and conditions thereof, shall be determined in the its sole and absolute discretion of Agent. The Lenders at the time of such request discretion, shall have the right (but to provide an increase in its Commitment that is equal to its Pro Rata Share multiplied by the Accordion Amount set forth in such Accordion Request. If any Lender does not the obligation) wish to participate in any Accordion Facilities in accordance with each Lender’s Applicable Percentage Interest provide its Pro Rata Share of the Revolving Credit Facility. Any existing Accordion Amount, or any portion thereof, then each other Lender shall notify have the Agent right to provide an additional Accordion Amount in an amount equal to the Pro Rata Share of the Accordion Amount not being provided by such Lender as determined by the Administrative Agent. Such process shall continue until the entire Accordion Amount is divided among the Lenders. If the entire Accordion Amount is not absorbed by the other Lenders within ten (10) Business Days of its receipt of a copy of the Borrower’s written request whether or not such Lender is willing to participate in funding its ratable share of the applicable Accordion Facility. If the entire requested amount has not been allocated in accordance with the foregoing provisions within twenty (20) days of from the date of the BorrowerAccordion Request, then Administrative Agent will inform Borrower of the amount of the Accordion Amount that Lenders are willing to provide, and Borrower will have the right to accept such lesser Accordion Amount, cancel the Accordion Request or find additional Persons who are willing to act as Lenders that are acceptable to Administrative Agent in Administrative Agent’s written requestsole discretion. Any such other Persons providing all or a portion of the Accordion Amount shall be deemed to be Lenders hereunder upon execution of the Accordion Request. Once Administrative Agent, Lenders and Borrower agree on the amount of the Accordion Amount and each Lender’s portion of the Accordion Amount thereunder, Administrative Agent shall complete Schedule I to the Accordion Request and each Lender or other Person providing a portion of the Accordion Amount shall countersign the Accordion Request. Upon full execution of the Accordion Request, Administrative Agent and Borrower may pursue and include new lenders to assist in funding shall establish the applicable effective date of the Accordion Facility hereunderAmount (the “Accordion Increase Date”). On the Accordion Increase Date, provided that no Event of Default has occurred and is continuing, or would occur by virtue of the addition of new lenders Accordion Increase, Borrower shall be subject to: (i) execute and deliver an amended and restated Note to each Lender or a new Note to such other Person that has executed the reasonable consent Accordion Request, each in the amount of Agentsuch Lender’s or other Person’s new Commitment, and (ii) pay to Administrative Agent the execution fee due and delivery payable under Section 2.13(c). In addition thereto, on each Accordion Increase Date, Borrower shall, as a condition of such successionthe requested Accordion Increase, joinder and other instruments and agreements satisfy the conditions precedent set forth in Section 6.3 as may be requested by Agent such that any new Lenders become a party to and bound under this Agreementof each Accordion Increase Date. Schedule A On each Accordion Increase Date, the Maximum Commitment shall be updated by the Agent from time sum of the Maximum Commitment in effect immediately prior to time the Accordion Increase Date, plus the Accordion Amount set forth in Schedule I to reflect any appropriate modifications thereto resulting from the application of this Section 2.14Accordion Request.

Accordion. Upon At any time Borrowing Agent may by written notice to Agent elect to request the Agent during establishment of one or more increases in the Accordion Period, and provided that no Default or Potential Default shall exist Revolving Commitment (or shall occur as with a result of any corresponding increase in the Lender Commitments or associated credit facilities)Maximum Revolving Advance Amount) (each such increase, an "Incremental Commitment Increase" and, all such increases, collectively, the Borrower may at "Incremental Commitment Increases") to make incremental Revolving Advances (any time request such incremental Revolving Advance, an increase in "Incremental Loan"); provided that (1) the total aggregate Commitments in an aggregate principal amount for all such Incremental Commitment Increases shall not to (as of any date of incurrence thereof) exceed $20,000,000 (the “Accordion Facilities”), for the purpose of increasing the Aggregate Revolving Loan Commitment. Any such request by Borrower shall be for a minimum amount of $10,000,000, 100,000,0000 and such a request may be made up to two (2) times hereunderthe total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, subject if less, the remaining amount permitted pursuant to the aggregate limit for foregoing clause (1). Each such notice shall specify the Accordion Facilities above. For the avoidance of doubtdate (each, the limitations set forth in the immediately preceding sentence an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall not apply to draws under the Revolving Credit Facilitybe effective, which shall continue to be governed by Section 2.1. The approval or disapproval of any Accordion Facilities, the amount of any such increase(s), and the related terms and conditions thereof, shall be determined in the sole and absolute discretion of Agent. The Lenders at the time of such request shall have the right (but a date not the obligation) to participate in any Accordion Facilities in accordance with each Lender’s Applicable Percentage Interest of the Revolving Credit Facility. Any existing Lender shall notify the Agent within less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender and may invite any other Person reasonably satisfactory to Agent, to provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, in its receipt sole discretion, to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Xxxxxxx and such other Persons exceed the Incremental Commitment Increase request, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that: no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to any Incremental Commitment Increase; each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall constitute Obligations of Borrowers and be on the same terms (including, without limitation, interest rate, fees, voting rights and maturity date) as the existing Revolving Commitments and shall be permitted under the Note Indenture; to the extent that such Incremental Commitment Increase is being provided by an Incremental Lender that is not a copy Lender hereunder at the time of the Borrower’s written request whether such increase, such Incremental Commitment Increase shall be effected pursuant to one or not more agreements joining such Lender is willing to participate in funding its ratable share of this Agreement executed and delivered by Borrowers, Agent and the applicable Accordion Facility. If Incremental Lenders (which Lender joinder agreement may, without the entire requested amount has not been allocated consent of any other Lenders, effect such amendments to this Agreement and the Other Documents as may be necessary or appropriate, in accordance with the foregoing provisions within twenty (20) days of the date of the Borrower’s written request, the Borrower may pursue and include new lenders to assist in funding the applicable Accordion Facility hereunder, provided that the addition of new lenders shall be subject to: (i) the reasonable consent opinion of Agent, to effect the provisions of this Section 2.24); Credit Parties shall execute and deliver additional Other Documents (ii) the execution and delivery of including, without limitation, such successionopinions, joinder resolutions, certificates and other instruments and agreements related thereto) as may be reasonably requested by Agent to effectuate the foregoing; GLDD shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Agent in connection with any such that any new Lenders become a party to and bound under this Agreement. Schedule A shall be updated by the Agent from time to time to reflect any appropriate modifications thereto resulting from the application of this Section 2.14transaction.; and