Common use of Accordion Option Clause in Contracts

Accordion Option. (A) Subject to the terms and conditions hereof, Borrower may request at any time and from time to time during the Term up to a maximum of twice per fiscal year, by written notice to Agent, an increase in the Commitment Amount (“Facility Increase”) subject to the terms and conditions hereinafter set forth (such request, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount of the requested Facility Increase, which amount shall not be less than Twenty Five Million Dollars ($25,000,000), and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be in increments of Five Million Dollars ($5,000,000). Provided that (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and (ii) no Default or Event of Default has occurred and is continuing as of the date of the Facility Increase Request and as of the time of the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereof. (B) Upon acceptance by Agent, the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agent), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agent. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificate.

Accordion Option. (Aa) Subject At any time during the term of this Agreement, the Borrower may deliver an Accordion Option Notice to the terms Agent requesting that the Total Commitments be increased by an amount (the Additional Commitment) which, when aggregated with all other amounts by which the Total Commitments have been increased by means of the operation of this Clause 2.6 since the Effective Date, does not exceed USD 100,000,000. Each Additional Commitment must be for a minimum of USD 10,000,000 and conditions hereofno more than four Accordion Option Notices may be delivered during the term of this Agreement. (b) Upon receipt of an Accordion Option Notice, the Agent shall promptly notify the Lenders. (c) Each Accordion Option Notice will not be regarded as being duly completed unless it confirms: (i) the identity of each Lender or other bank, financial institution, trust, fund or other entity (each, an Accordion Lender) selected by the Borrower (each of which shall not be a member of the Group) that is willing to assume all of the obligations of a Lender corresponding to an Additional Commitment; and (ii) that on the date of that Accordion Option Notice the Repeating Representations to be made by each Obligor are true in all material respects and no Default is continuing or would result from the increase in Commitments, and shall be validly delivered only if executed by the Borrower and each applicable Accordion Lender. (d) No existing Lender shall (unless otherwise agreed by that Lender) be obliged to provide any Additional Commitment. (e) The Borrower may request only implement Additional Commitments to the extent that following implementation of any requested increase, the Total Commitments do not at any time after the date of this Agreement exceed USD 200,000,000 in aggregate. (f) All Additional Commitments shall be made available on the same terms (including as to Margin, fees, ranking, pro rata sharing, availability period, currencies in which the Additional Commitments may be drawn and from time termination date) as the Facility and the Additional Commitments may not enjoy the benefit of any more onerous financial covenants or other terms than apply to time during the Term up to Facility generally. (g) Following the delivery of a maximum of twice per fiscal yearvalid Accordion Option Notice, by written notice to Agent, an the requested Additional Commitments shall become effective on the later of: (i) the date specified in that Accordion Option Notice as the date on which the proposed increase in the Commitment Amount Commitments is to take effect; (“Facility Increase”ii) the execution by the Agent of the Accordion Option Notice (and the Agent shall, subject to paragraph (iii) below, as soon as reasonably practicable after receipt by it of a duly completed Accordion Option Notice appearing on its APJ/076001.00588/98366820.7Page 27 face to comply with the terms of this Agreement and conditions hereinafter set forth delivered in accordance with the terms of this Agreement, execute that Accordion Option Notice); and (such requestiii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount date on which the Agent confirms that it has completed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption by the Accordion Lender of the requested Facility Increaserelevant Additional Commitments, the completion of which the Agent shall promptly notify to the Borrower and the Accordion Lender, such date being the Accordion Option Increase Date. (h) The introduction of Additional Commitments pursuant to this Clause 2.6 shall occur as follows: (i) the increase in the Total Commitments shall take effect on the Accordion Option Increase Date; (ii) each Additional Commitment will be assumed by the relevant Accordion Lender, each of whom by executing the relevant Accordion Option Notice confirms its willingness to assume and does assume all of the obligations of a Lender corresponding to that part of the Additional Commitments which it is to assume, as if it had been an Original Lender; (iii) each of the Obligors and each Accordion Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Accordion Lender would have assumed and/or acquired had the Accordion Lender been an Original Lender; (iv) to the extent not already a Party as a Lender, each Accordion Lender shall become a Party as a Lender and each Accordion Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Accordion Lender and those Finance Parties would have assumed and/or acquired had the Accordion Lender been an Original Lender; and (v) the Commitments of the other Lenders shall continue in full force and effect (and, for the avoidance of doubt, their amount shall not be less than Twenty Five Million Dollars varied by the assumption of Commitments by an Accordion Lender pursuant to this Clause 2.6). ($25,000,000), and any amounts exceeding Twenty Five Million Dollars ($25,000,000i) shall be in increments Any agreement of Five Million Dollars ($5,000,000). Provided a Lender under this Clause 2.6 to increase the Total Commitments is subject to the further conditions precedent that on the Accordion Option Increase Date: (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and Repeating Representations are true in all material respects; and (ii) no Default or Event of Default has occurred and is continuing as of or would be reasonably likely to result from the date of the Facility Increase Request and as of the time of the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereofCommitments. (Bj) Upon acceptance by AgentThe Borrower may pay to an Accordion Lender a fee in the amount and at the times agreed between the Borrower and that Accordion Lender in a Fee Letter. APJ/076001.00588/98366820.7Page 28 (k) On and from the Accordion Option Increase Date, this Agreement shall be amended, read and construed as if the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding Accordion Lender were party hereto with a Commitment hereunderor Commitments as detailed in the Accordion Option Notice. (l) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject Any amounts payable to the approval of Borrower and Agent), provided that Lenders by any Obligor on or before the an Accordion Option Increase Date (as defined below): including, without limitation, all interest, fees and commission payable up to (Ibut excluding) unless otherwise agreed by Borrower and Agent, the Commitment that Accordion Option Increase Date) in respect of any New Lender period ending on or prior to that Accordion Option Increase Date shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related prior to such Accordion Option Increase Date and no Accordion Lender shall have any interest in, or any rights in respect of, any such amount (save in respect of their Commitments up to (but excluding) that Accordion Option Increase Date). (m) Each Lender irrevocably and unconditionally authorises the increased CommitmentsAgent to execute on its behalf: (i) any Accordion Option Notice delivered to it pursuant to this Clause 2.6; and and (ii) any amendments required to the Agent Finance Documents that are consequential on, incidental to or its affiliate an arrangement fee related required to implement or reflect the Facility Increase, and such fees shall be in an amount introduction of Additional Commitments pursuant to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agentthis Clause 2.6. (Cn) Nothing contained herein Clause 24.5 (Limitation of responsibility of Existing Lenders) shall constitute or otherwise be deemed apply mutatis mutandis in this Clause 2.6 in relation to be a commitment or agreement on an Accordion Lender as if references in that Clause to: (i) an Existing Lender were references to all the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained Lenders immediately prior to the contrary hereinrelevant increase; (ii) the New Lender were references to that Accordion Lender; and (iii) a re-transfer and re-assignment were references to respectively a transfer and assignment. (o) Any utilisation of Additional Commitments made available under this Clause 2.6 shall, no Facility Increase Request shall for the avoidance of doubt: (i) constitute a Loan under this Agreement; and (ii) be accepted by Agent if such acceptance shall cause repaid in accordance with the outstanding principal balance terms of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificatethis Agreement.

Accordion Option. (A) Subject 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 terms Commitments hereunder and conditions hereofexcept as otherwise provided herein, Administrative Borrower may request at any time and from time to time during the Term up to make a maximum of twice per fiscal year, by written notice to Agentfour requests that the Accordion Lenders increase their Commitments hereunder in minimum increments of $5,000,000 (each such increase, an increase in the Commitment Amount (“Facility Increase”) subject to the terms Accordion Activation” and conditions hereinafter set forth (such request, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount of the requested Facility Increaseeach such increase, an “Accordion Amount”) by an amount which amount shall not be less than Twenty Five Million Dollars ($25,000,000)exceed, and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be together with all Accordion Amounts in increments respect of Five Million Dollars ($5,000,000). Provided all other Accordion Activations, the aggregate amount of all Accordion Commitments; provided, that (i) Administrative Borrower shall have made such request subsequent to the sum Closing Date but prior to Termination Date, (ii) in no event shall the Commitments of the current Commitment Amount plus Accordion Lenders be increased pursuant to this Section 2.2(h) by an amount which exceeds, in the Facility Increase does not 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 Borrowing Base Availability and increase for any Accordion Lender exceed its respective Accordion Commitment, (iiv) all Accordion Activations are made ratably among the Accordion Lenders in accordance with their respective Accordion Commitments, (vi) no Default or Event of Default has occurred 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 is continuing as (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 Facility Increase Request and as of the time of the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower Accordion Activation effected in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereof. (B) Upon acceptance by Agent, the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agentaccordance with this Section 2.2(h), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment of any New Lender Schedule C-1 annexed hereto shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agent. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on amended to reflect (a) the part name, address, Commitment, and Pro Rata Share of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on each Lender, and (B) the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted Maximum Revolver Amount and Commitments as increased by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base CertificateAccordion Activation.

Accordion Option. (Aa) Subject The Borrower may, at any time prior to the Maturity Date, upon providing 45 days prior written notice to the Agent (a "Request for Increase") at any time, request a one-time increase to the aggregate Operating Facility Commitments up to the total amount of $13,000,000 Canadian Dollars (or the Equivalent Amount thereof in United States Dollars). Such Request for Increase shall be for an amount no less than $5,000,000 (the requested amount of the increase shall be referred to herein as, the "Requested Increased Commitment Amount"). The Agent shall forthwith, and in any event within two (2) Banking Days upon receiving the Request for Increase, notify the Lenders of such Request for Increase by the Borrower (such date being the "Increase Notification Date"). Each Lender shall advise the Agent as to whether or not it agrees to such Request for Increase, and any terms and conditions hereofto which its approval is subject, Borrower may request at any time and from time to time during the Term up to a maximum of twice per fiscal year, by written notice to Agent, an increase in the Commitment Amount (“Facility Increase”) subject to the terms and conditions hereinafter set forth (such request, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount of the requested Facility Increase, which amount shall not be less later than Twenty Five Million Dollars ($25,000,000), and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be in increments of Five Million Dollars ($5,000,000). Provided that (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and (ii) no Default or Event of Default has occurred and is continuing as of the date of the Facility Increase Request and as of the time of the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by the amount of the Facility Increase Request. Within twenty (20) days Banking Days after the Increase Notification Date; provided that in the event any Lender does not advise the Agent within such twenty (20) Banking Day period, such Lender shall be deemed to have elected not to agree to such Request for Increase. Within two (2) Banking Days of receipt the Agent having received from all of such Facility Increase Requestthe Lenders their respective decision or deemed decision with regard to the Request for Increase, the Agent shall advise the Borrower in writing of its acceptance or rejection whether all of the Facility Lenders have agreed to such Request for Increase. For greater certainty, any Request for Increase Request; failure to so advise Borrower shall constitute rejection thereof.require the unanimous written consent of the Lenders; (Bb) Upon acceptance by AgentIf unanimous written consent of the Lenders provided with respect to a Request for Increase and, the Facility Increase may be extended pursuant to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunderSection 2.23(a) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any hereof, one or more Lenders then holding elect not to participate in the Requested Increased Commitment Amount, the Borrower may, with and subject to the prior written approval of the Agent and Lenders, in each case acting reasonably, include additional lenders (which may be a Lender(s) who has already elected to participate in the Request for Increase) to assist with funding the Requested Increased Commitment hereunder (at Amount. The parties hereto shall enter into a further amending agreement to this Agreement to incorporate the new lenders who participate in funding the Requested Increased Commitment Amount, along with the terms and provisions relating thereto. For clarification, the Lenders who participate in the Requested Increased Commitment Amount shall have the same rights and obligations as currently contained in this Agreement, but subject to their respective election in their sole discretion) increase Ratable Portion after giving effect to the amount of their Commitments (any such Lender that elects to increase its Commitment Request for Increase and any New Lender being hereinafter the amending agreement referred to as an “Additional Lender” and each Additional Lender in Subsection 2.23(c)(vi) below. (c) In addition to the requirements set out in Section 2.23(a) above, the Requested Increased Commitment Amount shall be subject to the approval satisfaction of Borrower the following conditions precedent: (i) a review by the Lenders, in their sole discretion, of the margin conditions, liquidity reserves and Agent), provided that on or before the Increase Date Excess Availability; (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (IIIii) the Commitment Amount, as increased by Agent shall have received binding commitments from the Lenders in the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower Requested Increased Commitment Amount and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F that are on terms mutually acceptable to the Agreement Lenders and Agent shall have accepted and executed Borrower; (iii) the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent established a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be Borrowing Base in an amount equal to be determined by Borrower and Agent, and payable on or greater than the “aggregate Operating Facility Commitments plus the Requested Increased Commitment Amount; (iv) each existing Lender that has agreed to such Request for Increase Date” has received final internal approval to their Rateable Portion of the Requested Increased Commitment Amount; (as hereinafter defined); and (Xlv) no Default or Event of Default shall exist on have occurred that is continuing under this Agreement or would occur as a result of such increase as determined by the Increase Date Agent and Lenders; (vi) payment of increased fees as hereinafter defineddetermined by the Lenders in their reasonable discretion; and (vii) after giving effect the Borrower shall deliver an amending agreement to the increase Credit Agreement in the Commitment Amount. The form and substance satisfactory to the Agent and Lenders, which amendment may contain, inter alia, additional or modified terms and conditions, together with such additional Security, other Documents and supporting certificates, resolutions and opinions of the documents Borrower's Counsel as may be required under clauses (IV) through (IX) above shall be acceptable to by the Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment each in form and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agent. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained substance satisfactory to the contrary herein, no Facility Increase Request shall be accepted by Agent if such acceptance shall cause and the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base CertificateLenders.

Accordion Option. (A) Subject to the terms and conditions hereof, Borrower may request at any time and from time to time during the Term up to a maximum of twice per fiscal year, by written notice to Agent, an increase in the Commitment Amount (“Facility Increase”) subject to the terms and conditions hereinafter set forth (such request, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount of the requested Facility Increase, which amount shall not be less than Twenty Five Million Dollars ($25,000,000), and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be in increments of Five Million Dollars ($5,000,000). Provided that (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and (ii) no Default or Event of Default has occurred and is continuing as of the date of the Facility Increase Request and as of the time of the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereof. (B) Upon acceptance by Agent, the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agent), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000175,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agent. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificate.

Accordion Option. (Ai) Subject Capitalized terms used in this Section 1.5 which are not defined elsewhere in this Agreement have the meanings specified therefor in Section 1.5(vii), below. (ii) At the request of the Company as provided herein, the Warehousing Credit Limit may be increased by an aggregate amount of up to $20,000,000 (bringing the terms and conditions hereof, Borrower may request at any time and from time to time during the Term up total Warehousing Credit Limit to a maximum of twice per fiscal year$100,000,000), upon the Credit Agent’s determination that the Accordion Conditions have been fully satisfied. In each such event, subject to all applicable provisions of the Accordion Facility Documents (a) the outstanding Advances shall be allocated among the Lenders (which term shall from and after such time, and as used in this Section 1.5, as the context requires, include the Accordion Lenders) by written notice the Credit Agent based upon the increased Warehousing Credit Limit, and the Lenders’ resulting respective Warehousing Commitment Amounts and Warehousing Commitment Percentages, with the Accordion Lenders making advances to the then existing Lenders as appropriate, in accordance with customary applicable syndication practices of the Credit Agent, and (b) the Lenders shall thereafter make Advances to the Company based upon the increased Warehousing Credit Limit, and the Lenders’ resulting respective Warehousing Commitment Amounts and Warehousing Commitment Percentages. The obligations of the Lenders shall be several and not joint. (iii) With respect to each increase to the Warehousing Credit Limit requested by the Company, the Company hereby acknowledges and agrees as follows: (a) Each request for such increase (an increase in the Commitment Amount (“Facility IncreaseAccordion Notice”) subject to must (A) be in writing and executed by the terms Company, and conditions hereinafter set forth (such request, a “Facility Increase Request”). Such Facility Increase Request shall set forth B) specify the amount of the requested Facility Increaseincrease to the Warehousing Credit Limit, which amount shall requested increase (x) may not be less than Twenty Five Million Dollars (exceed $25,000,000)20,000,000, and (y) must be at least $10,000,000. (b) Credit Agent will manage all aspects of the proposed syndication of the requested increase to the Warehousing Credit Limit, including, without limitation, the allocations of the increased Warehousing Credit Limit among the Lenders and the Accordion Lenders and the allocation of interest and fees. (c) After the Company’s request to increase the Warehousing Credit Limit, the Company shall cooperate with the Credit Agent in connection with the efforts of the Credit Agent to achieve a Successful Accordion Syndication, to include, among other things: (x) permitting and facilitating direct contact during the syndication between the Company’s senior officers, representatives and advisors, on the one hand, and prospective Accordion Lenders, on the other hand, at such times and places as Credit Agent may reasonably request; (y) providing to the Credit Agent and prospective Accordion Lenders all financial and other information as they may reasonably request, including, without limitation, projections and forecasts; and (z) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the proposed syndication of the requested increased Warehousing Credit Limit. (iv) The Company may give one or more Accordion Notices; provided that the aggregate increases requested pursuant thereto does not exceed $20,000,000. (v) The Credit Agent (a) is only agreeing to use reasonable and customary efforts to achieve one or more Successful Accordion Syndications, (b) is not agreeing or committing to increase the amount of its Warehousing Commitment Amount, and (c) is not guarantying that any amounts exceeding Twenty Five Million Dollars efforts to achieve one or more Successful Accordion Syndications will succeed. ($25,000,000vi) shall be Credit Agent may elect, in increments of Five Million Dollars ($5,000,000)its discretion, to abandon its efforts to achieve a Successful Accordion Syndication if it determines that such efforts are not likely to succeed. Provided that In such event, (i) the sum of Credit Agent shall have no obligation to increase the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and existing Warehousing Credit Limit, (ii) the Credit Agent shall have no Default liability to the Company or Event of Default has occurred and is continuing as of any other Person with respect to the date of the Facility Increase Request and as of the time of the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount undertaken by the amount of Credit Agent in connection therewith or the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower achieve a Successful Accordion Syndication, and (iii) the Company promptly shall constitute rejection thereofreimburse the Credit Agent for all reasonable out-of pocket costs and expenses incurred by the Credit Agent in its syndication efforts. (Bvii) Upon acceptance by AgentAs used herein, the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase following terms have the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agent), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agent. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificate.meanings:

Accordion Option. (i) Subject to subsection 2.1(f)(ii), unless a Default or an Event of Default has occurred and is then continuing and except as otherwise provided herein, Administrative Borrower may make a maximum of one (1) request, by notice to the Agent, that the Accordion Lenders increase Commitments hereunder (in the case of existing Lenders) or make a Commitment (in the case of an additional financial institution which is not a Lender at such time), the "Accordion Activation"), (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) Subject each such financial institution that becomes a Lender shall agree to the 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 may request at or to any time Lender to solicit additional financial institutions or any Lender pursuant to this subsection 2.1(f) and from time each such Accordion Lender increasing its Commitment pursuant to time during the Term up to this subsection 2.1(f) shall execute a maximum Confirmation of twice per fiscal year, by written notice to Agent, an increase 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 subsection 2.1(f) by an amount which exceeds, in the aggregate, the Accordion Amount, (E) in no event shall the Commitment of all Lenders be increased under this subsection 2.1(f) so as to exceed, in the aggregate, the Maximum Amount (“Facility Increase”) subject after giving effect to the terms Accordion Amount), (F) Borrowers shall have Excess Availability of (I) $10,000,000 or more prior to the Accordion Activation and conditions hereinafter set forth (such requestII) $10,000,000 or more following the Accordion Activation, (G) on the effective date specified in any Confirmation of Accordion Commitment hereunder, Borrowers shall pay to Agent for the pro rata accounts of the Accordion Lenders, a “Facility Increase Request”). Such Facility Increase Request shall set forth nonrefundable activation fee in an amount equal to 0.25% of the aggregate amount of the requested Facility Increase, which amount shall not be less than Twenty Five Million Dollars ($25,000,000)Accordion Commitments as a result of such Accordion Activation, and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be in increments of Five Million Dollars ($5,000,000). Provided that (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and (iiH) no Default or Event of Default has occurred will occur as a result of such Accordion Activation, and is continuing as of (iii) on the effective date of the Facility Increase Request and as Accordion Activation effected in accordance with this subsection 2.1(f), the Agent shall without further consent of the time of the making of the Facility Increase and after giving effect theretoLenders, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereof.amend (Ba) Upon acceptance by AgentSchedule C-1 annexed hereto to reflect the name, Commitment, and Pro Rata Share of each Lender and the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agent), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, Maximum Amount as increased by the amount of the Facility Increase, shall not exceed $150,000,000; such Accordion Activation and (IVb) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the this Agreement and Agent shall have accepted the other Loan Documents to make such conforming changes to this Agreement and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (other Loan Documents as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for may determine are necessary to effectuate the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and AgentAccordion Activation. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificate.

Accordion Option. (A) Subject to the terms and conditions hereof, Borrower may request at any time and from time to time during the Term up to Unless a maximum Potential Event of twice per fiscal year, by written notice to Agent, an increase in the Commitment Amount (“Facility Increase”) subject to the terms and conditions hereinafter set forth (such request, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount of the requested Facility Increase, which amount shall not be less than Twenty Five Million Dollars ($25,000,000), and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be in increments of Five Million Dollars ($5,000,000). Provided that (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and (ii) no Default or an Event of Default has occurred and is then continuing and except as otherwise provided herein, Company may make a maximum of one (1) request that the Accordion Lenders increase their Commitments hereunder (such increase, the "Accordion Activation"); provided that (i) Company shall have made such request subsequent to the Closing Date but prior to Xxxxx 00, 0000, (xx) in no event shall the Commitments of the date of Accordion Lenders be increased pursuant to this subsection 2.1H by an amount which exceeds, in the Facility Increase Request and as of aggregate, the time of the making of the Facility Increase and after giving effect theretoAccordion Amount, Lead Arranger (iii) in no event shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by of all Lenders be increased under this subsection 2.1H so as to exceed, in the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereof. (B) Upon acceptance by Agentaggregate, the Facility Maximum Revolving Amount, (iv) on the effective date specified in any Confirmation of Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a in Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agent), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent), Company shall pay to Agent for the Commitment pro rata accounts of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agentthe Accordion Lenders, a nonrefundable activation fee in an amount equal to 0.25% of the aggregate amount of the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, Commitments as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount result of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effectAccordion Activation, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xlv) no Potential Event of Default or Event of Default will occur as a result of such Accordion Activation. Upon a request by Company hereunder, each Accordion Lender shall exist increase its Commitment by an amount equal to its Accordion Commitment. The amount of each Accordion Lender's Accordion Commitment is set forth opposite its name on the Schedule 2.1 annexed hereto. Each Accordion Lender increasing its Commitment pursuant to this subsection 2.1H shall execute a Confirmation of Increase Date (as hereinafter defined) after giving effect to the increase in Commitment in the Commitment Amountform of Exhibit VI attached hereto (a “Confirmation of Increase in Commitment”). The form and substance of On the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) the Accordion Activation effected in accordance with this subsection 2.1H, Schedule 2.1 annexed hereto shall be mutually agreed upon by Borrower, each Additional Lender and Agent. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on amended to reflect (a) the part name, address, Commitment, and Pro Rata Share of any each Lender to increase its Commitment hereunder at any time or a commitment or agreement on and (B) the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted Maximum Revolving Amount as increased by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base CertificateAccordion Activation.”

Accordion Option. (Aa) Subject At any time during the term of this Agreement, the Borrower may deliver an Accordion Option Notice to the terms Agent requesting that the Total Commitments be increased by an amount (the Additional Commitment) which, when aggregated with all other amounts by which the Total Commitments have been increased by means of the operation of this Clause 2.6, since the date of this Agreement, does not exceed USD 25,000,000. Each Additional Commitment must be for a minimum of USD 10,000,000 and conditions hereofno more than two Accordion Option Notices may be delivered during the term of this Agreement. (b) Upon receipt of an Accordion Option Notice, the Agent shall promptly notify the Lenders. (c) Each Accordion Option Notice will not be regarded as being duly completed unless it confirms: (i) the identity of each Lender or other bank, financial institution, trust, fund or other entity (each, an Accordion Lender) selected by the Borrower (each of which shall not be a member of the Group) that is willing to assume all of the obligations of a Lender corresponding to an Additional Commitment; and (ii) that on the date of that Accordion Option Notice the Repeating Representations to be made by each Obligor are true in all material respects and no Default is continuing or would result from the increase in Commitments, and shall be validly delivered only if executed by the Borrower and each applicable Accordion Lender. (d) No existing Lender shall (unless otherwise agreed by that Lender) be obliged to provide any Additional Commitment. (e) The Borrower may request only implement Additional Commitments to the extent that following implementation of any requested increase, the Total Commitments do not at any time after the date of this Agreement exceed USD 50,000,000 in aggregate. (f) All Additional Commitments shall be made available on the same terms (including as to Margin, fees, ranking, pro rata sharing, availability period, currencies in which the Additional Commitments may be drawn and from time termination date) as the Facility and the Additional Commitments may not enjoy the benefit of any more onerous financial covenants or other terms than apply to time during the Term up to Facility generally. (g) Following the delivery of a maximum of twice per fiscal yearvalid Accordion Option Notice, by written notice to Agent, an the requested Additional Commitments shall become effective on the later of: (i) the date specified in that Accordion Option Notice as the date on which the proposed increase in the Commitment Amount Commitments is to take effect; (“Facility Increase”ii) the execution by the Agent of the Accordion Option Notice (and the Agent shall, subject to paragraph (iii) below, as soon as reasonably practicable after receipt by it of a duly completed Accordion Option Notice appearing on its APJ/MSXM/076001.00588/80174749.8Page 27 face to comply with the terms of this Agreement and conditions hereinafter set forth delivered in accordance with the terms of this Agreement, execute that Accordion Option Notice); and (such requestiii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount date on which the Agent confirms that it has completed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption by the Accordion Lender of the requested Facility Increaserelevant Additional Commitments, the completion of which the Agent shall promptly notify to the Borrower and the Accordion Lender, such date being the Accordion Option Increase Date. (h) The introduction of Additional Commitments pursuant to this Clause 2.6 shall occur as follows: (i) the increase in the Total Commitments shall take effect on the Accordion Option Increase Date; (ii) each Additional Commitment will be assumed by the relevant Accordion Lender, each of whom by executing the relevant Accordion Option Notice confirms its willingness to assume and does assume all of the obligations of a Lender corresponding to that part of the Additional Commitments which it is to assume, as if it had been an Original Lender; (iii) each of the Obligors and each Accordion Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Accordion Lender would have assumed and/or acquired had the Accordion Lender been an Original Lender; (iv) to the extent not already a Party as a Lender, each Accordion Lender shall become a Party as a Lender and each Accordion Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Accordion Lender and those Finance Parties would have assumed and/or acquired had the Accordion Lender been an Original Lender; and (v) the Commitments of the other Lenders shall continue in full force and effect (and, for the avoidance of doubt, their amount shall not be less than Twenty Five Million Dollars varied by the assumption of Commitments by an Accordion Lender pursuant to this Clause 2.6). ($25,000,000), and any amounts exceeding Twenty Five Million Dollars ($25,000,000i) shall be in increments Any agreement of Five Million Dollars ($5,000,000). Provided a Lender under this Clause 2.6 to increase the Total Commitments is subject to the further conditions precedent that on the Accordion Option Increase Date: (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and Repeating Representations are true in all material respects; and (ii) no Default or Event of Default has occurred and is continuing as of or would be reasonably likely to result from the date of the Facility Increase Request and as of the time of the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereofCommitments. (Bj) Upon acceptance by AgentThe Borrower may pay to an Accordion Lender a fee in the amount and at the times agreed between the Borrower and that Accordion Lender in a Fee Letter. APJ/MSXM/076001.00588/80174749.8Page 28 (k) On and from the Accordion Option Increase Date, this Agreement shall be amended, read and construed as if the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding Accordion Lender were party hereto with a Commitment hereunderor Commitments as detailed in the Accordion Option Notice. (l) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject Any amounts payable to the approval of Borrower and Agent), provided that Lenders by any Obligor on or before the an Accordion Option Increase Date (as defined below): including, without limitation, all interest, fees and commission payable up to (Ibut excluding) unless otherwise agreed by Borrower and Agent, the Commitment that Accordion Option Increase Date) in respect of any New Lender period ending on or prior to that Accordion Option Increase Date shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related prior to such Accordion Option Increase Date and no Accordion Lender shall have any interest in, or any rights in respect of, any such amount (save in respect of their Commitments up to (but excluding) that Accordion Option Increase Date). (m) Each Lender irrevocably and unconditionally authorises the increased CommitmentsAgent to execute on its behalf: (i) any Accordion Option Notice delivered to it pursuant to this Clause 2.6; and and (ii) any amendments required to the Agent Finance Documents that are consequential on, incidental to or its affiliate an arrangement fee related required to implement or reflect the Facility Increase, and such fees shall be in an amount introduction of Additional Commitments pursuant to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agentthis Clause 2.6. (Cn) Nothing contained herein Clause 24.5 (Limitation of responsibility of Existing Lenders) shall constitute or otherwise be deemed apply mutatis mutandis in this Clause 2.6 in relation to be a commitment or agreement on an Accordion Lender as if references in that Clause to: (i) an Existing Lender were references to all the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained Lenders immediately prior to the contrary hereinrelevant increase; (ii) the New Lender were references to that Accordion Lender; and (iii) a re-transfer and re-assignment were references to respectively a transfer and assignment. (o) Any utilisation of Additional Commitments made available under this Clause 2.6 shall, no Facility Increase Request shall for the avoidance of doubt: (i) constitute a Loan under this Agreement; and (ii) be accepted by Agent if such acceptance shall cause repaid in accordance with the outstanding principal balance terms of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificatethis Agreement.

Accordion Option. (Aa) Subject At any time during the term of this Agreement, the Borrower may deliver an Accordion Option Notice to the terms Agent requesting that the Total Commitments be increased by an amount (the Additional Commitment) which, when aggregated with all other amounts by which the Total Commitments have been increased by means of the operation of this Clause 2.6, since the date of this Agreement, does not exceed USD 50,000,000. Each Additional Commitment must be for a minimum of USD 10,000,000 and conditions hereofno more than two Accordion Option Notices may be delivered during the term of this Agreement. (b) Upon receipt of an Accordion Option Notice, the Agent shall promptly notify the Lenders. (c) Each Accordion Option Notice will not be regarded as being duly completed unless it confirms: (i) the identity of each Lender or other bank, financial institution, trust, fund or other entity (each, an Accordion Lender) selected by the Borrower (each of which shall not be a member of the Group) that is willing to assume all of the obligations of a Lender corresponding to an Additional Commitment; and (ii) that on the date of that Accordion Option Notice the Repeating Representations to be made by each Obligor are true in all material respects and no Default is continuing or would result from the increase in Commitments, and shall be validly delivered only if executed by the Borrower and each applicable Accordion Lender. (d) No existing Lender shall (unless otherwise agreed by that Lender) be obliged to provide any Additional Commitment. (e) The Borrower may request only implement Additional Commitments to the extent that following implementation of any requested increase, the Total Commitments do not at any time after the date of this Agreement exceed USD 100,000,000 in aggregate. (f) All Additional Commitments shall be made available on the same terms (including as to Margin, fees, ranking, pro rata sharing, availability period, currencies in which the Additional Commitments may be drawn and from time termination date) as the Facility and the Additional Commitments may not enjoy the benefit of any more onerous financial covenants or other terms than apply to time during the Term up to Facility generally. (g) Following the delivery of a maximum of twice per fiscal yearvalid Accordion Option Notice, by written notice to Agent, an the requested Additional Commitments shall become effective on the later of: (i) the date specified in that Accordion Option Notice as the date on which the proposed increase in the Commitment Amount Commitments is to take effect; (“Facility Increase”ii) the execution by the Agent of the Accordion Option Notice (and the Agent shall, subject to paragraph (iii) below, as soon as reasonably practicable after DocuSign Envelope ID: 9280C6A2-0B54-4105-ADC3-B64316B92B07 receipt by it of a duly completed Accordion Option Notice appearing on its face to comply with the terms of this Agreement and conditions hereinafter set forth delivered in accordance with the terms of this Agreement, execute that Accordion Option Notice); and (such requestiii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount date on which the Agent confirms that it has completed all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assumption by the Accordion Lender of the requested Facility Increaserelevant Additional Commitments, the completion of which the Agent shall promptly notify to the Borrower and the Accordion Lender, such date being the Accordion Option Increase Date. (h) The introduction of Additional Commitments pursuant to this Clause 2.6 shall occur as follows: (i) the increase in the Total Commitments shall take effect on the Accordion Option Increase Date; (ii) each Additional Commitment will be assumed by the relevant Accordion Lender, each of whom by executing the relevant Accordion Option Notice confirms its willingness to assume and does assume all of the obligations of a Lender corresponding to that part of the Additional Commitments which it is to assume, as if it had been an Original Lender; (iii) each of the Obligors and each Accordion Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Accordion Lender would have assumed and/or acquired had the Accordion Lender been an Original Lender; (iv) to the extent not already a Party as a Lender, each Accordion Lender shall become a Party as a Lender and each Accordion Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Accordion Lender and those Finance Parties would have assumed and/or acquired had the Accordion Lender been an Original Lender; and (v) the Commitments of the other Lenders shall continue in full force and effect (and, for the avoidance of doubt, their amount shall not be less than Twenty Five Million Dollars varied by the assumption of Commitments by an Accordion Lender pursuant to this Clause 2.6). ($25,000,000), and any amounts exceeding Twenty Five Million Dollars ($25,000,000i) shall be in increments Any agreement of Five Million Dollars ($5,000,000). Provided a Lender under this Clause 2.6 to increase the Total Commitments is subject to the further conditions precedent that on the Accordion Option Increase Date: (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and Repeating Representations are true in all material respects; and (ii) no Default or Event of Default has occurred and is continuing as of or would be reasonably likely to result from the date of the Facility Increase Request and as of the time of the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereofCommitments. (Bj) Upon acceptance by AgentThe Borrower may pay to an Accordion Lender a fee in the amount and at the times agreed between the Borrower and that Accordion Lender in a Fee Letter. DocuSign Envelope ID: 9280C6A2-0B54-4105-ADC3-B64316B92B07 (k) On and from the Accordion Option Increase Date, this Agreement shall be amended, read and construed as if the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding Accordion Lender were party hereto with a Commitment hereunderor Commitments as detailed in the Accordion Option Notice. (l) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject Any amounts payable to the approval of Borrower and Agent), provided that Lenders by any Obligor on or before the an Accordion Option Increase Date (as defined below): including, without limitation, all interest, fees and commission payable up to (Ibut excluding) unless otherwise agreed by Borrower and Agent, the Commitment that Accordion Option Increase Date) in respect of any New Lender period ending on or prior to that Accordion Option Increase Date shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related prior to such Accordion Option Increase Date and no Accordion Lender shall have any interest in, or any rights in respect of, any such amount (save in respect of their Commitments up to (but excluding) that Accordion Option Increase Date). (m) Each Lender irrevocably and unconditionally authorises the increased CommitmentsAgent to execute on its behalf: (i) any Accordion Option Notice delivered to it pursuant to this Clause 2.6; and and (ii) any amendments required to the Agent Finance Documents that are consequential on, incidental to or its affiliate an arrangement fee related required to implement or reflect the Facility Increase, and such fees shall be in an amount introduction of Additional Commitments pursuant to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agentthis Clause 2.6. (Cn) Nothing contained herein Clause 24.5 (Limitation of responsibility of Existing Lenders) shall constitute or otherwise be deemed apply mutatis mutandis in this Clause 2.6 in relation to be a commitment or agreement on an Accordion Lender as if references in that Clause to: (i) an Existing Lender were references to all the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained Lenders immediately prior to the contrary hereinrelevant increase; (ii) the New Lender were references to that Accordion Lender; and (iii) a re-transfer and re-assignment were references to respectively a transfer and assignment. (o) Any utilisation of Additional Commitments made available under this Clause 2.6 shall, no Facility Increase Request shall for the avoidance of doubt: (i) constitute a Loan under this Agreement; and (ii) be accepted by Agent if such acceptance shall cause repaid in accordance with the outstanding principal balance terms of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificatethis Agreement.

Accordion Option. (A) Subject Notwithstanding anything in this Agreement to the terms and conditions hereofcontrary, Borrower may request at any time and from time to time during the Term up to a maximum of twice per fiscal year, by written notice to Agent, an increase in the Commitment Amount (“Facility Increase”) subject to the terms and conditions hereinafter set forth (such request, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount each of the requested Facility IncreaseLenders agrees that at anytime until January 31, which amount shall not be less than Twenty Five Million Dollars ($25,000,000)2006, and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be in increments of Five Million Dollars ($5,000,000). Provided that (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and (ii) so long as no Default or Event of Default has occurred and or is continuing or would result there from, the Borrower may request that the 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 shall each have first right, together with other then existing Lenders to increase, pro rata, the amount of their respective Commitment, provided that the aggregate amount of all Commitments 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 (a) each financial institution that becomes a Lender shall be a commercial bank legally qualified to act as a lender under the terms of the date of the Facility Increase Request Credit Agreement and as of the time of the making of the Facility Increase shall agree to become a party to, and after giving effect theretoshall assume and agree to be bound by, Lead Arranger shall use reasonable commercial efforts this Agreement, subject to arrange adequate additional commitments from Lenders or from New Lenders all terms and conditions hereof; (as such term is defined belowb) to any increase the Commitment Amount by in the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent Commitment shall advise Borrower in writing of its acceptance be used solely to finance an acquisition permitted under this Agreement or rejection other acquisition that has been approved by each of the Facility Increase RequestLenders and the Agent; failure to so advise Borrower and (c) in no event shall constitute rejection thereof. (B) Upon acceptance by Agent, the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agent), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment addition of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, or Lenders or the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) under this Section 2.14 increase the Commitment Amount, as increased by the amount sum of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional total of the Commitments of all Lenders under this Agreement to an amount greater than the Increased Amount. Each of the Lenders agrees that upon the addition of any Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on of any Lender, the amount Agent shall, without the further consent of the Facility Increase; (VIII) Lenders, amend Schedule 2.01 to reflect such increase or addition and may amend this Agreement and the Guarantor shall have delivered other Loan Documents to Agent a written instrument confirming its consent make such conforming changes to this Agreement and the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effectother Loan Documents including, enlarged to guaranty without limitation, the Commitment AmountNotes, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) determine are necessary to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to accomplish the increase in the total Commitment Amountand the adjustments to the Commitment percentages and the assignability provisions relating thereto, and the Borrower shall execute or deliver any such amendment or other document as may be reasonably required by the Agent or any Lender in connection therewith. The form Agent agrees to provide to the Lenders and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date Borrower an executed copy of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agentamendments made pursuant to this Section 2.14. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificate.

Accordion Option. (A) Subject to the terms and conditions hereof, Borrower may request at any time and from time to time during the Term up to Unless a maximum Potential Event of twice per fiscal year, by written notice to Agent, an increase in the Commitment Amount (“Facility Increase”) subject to the terms and conditions hereinafter set forth (such request, a “Facility Increase Request”). Such Facility Increase Request shall set forth the amount of the requested Facility Increase, which amount shall not be less than Twenty Five Million Dollars ($25,000,000), and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be in increments of Five Million Dollars ($5,000,000). Provided that (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and (ii) no Default or an Event of Default has occurred and is then continuing and except as otherwise provided herein, Company may make a maximum of one (1) request that the Accordion Lenders increase their Commitments hereunder (such increase, the “Accordion Activation”); provided that (i) Company shall have made such request subsequent to the Closing Date but prior to Xxxxx 00, 0000, (xx) in no event shall the Commitments of the date of Accordion Lenders be increased pursuant to this subsection 2.1H by an amount which exceeds, in the Facility Increase Request and as of aggregate, the time of the making of the Facility Increase and after giving effect theretoAccordion Amount, Lead Arranger (iii) in no event shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount by of all Lenders be increased under this subsection 2.1H so as to exceed, in the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereof. (B) Upon acceptance by Agentaggregate, the Facility Increase may be extended to Borrower either by having one Maximum Revolving Amount, (iv) Company shall have Excess Availability of (a) $5,000,000 or more Eligible Assignees prior to the Accordion Activation and (other than Lenders then holding a Commitment hereunderb) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one $7,500,000 or more Lenders then holding a following the Accordion Activation, (v) on the effective date specified in any Confirmation of Increase in Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agent), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent), Company shall pay to Agent for the Commitment pro rata accounts of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agentthe Accordion Lenders, a nonrefundable activation fee in an amount equal to 0.25% of the aggregate amount of the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, Commitments as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount result of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effectAccordion Activation, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xlvi) no Potential Event of Default or Event of Default will occur as a result of such Accordion Activation. Upon a request by Company hereunder, each Accordion Lender shall exist increase its Commitment by an amount equal to its Accordion Commitment. The amount of each Accordion Lender’s Accordion Commitment is set forth opposite its name on the Schedule 2.1 annexed hereto. Each Accordion Lender increasing its Commitment pursuant to this subsection 2.1H shall execute a Confirmation of Increase Date (as hereinafter defined) after giving effect to the increase in Commitment in the Commitment Amountform of Exhibit VI attached hereto (a “Confirmation of Increase in Commitment”). The form and substance of On the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) the Accordion Activation effected in accordance with this subsection 2.1H, Schedule 2.1 annexed hereto shall be mutually agreed upon by Borrower, each Additional Lender and Agent. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on amended to reflect (a) the part name, address, Commitment, and Pro Rata Share of any each Lender to increase its Commitment hereunder at any time or a commitment or agreement on and (B) the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted Maximum Revolving Amount as increased by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base CertificateAccordion Activation.

Accordion Option. (Aa) Subject Capitalized Terms used in this Section 2 which are not defined in the Loan Agreement or defined elsewhere in this Amendment have the meanings specified therefor in Section 2(g), below. (b) At the request of the Borrowers as provided herein, the Warehousing Commitment Amount may be increased by an amount of up to $50,000,000 (bringing the terms and conditions hereof, Borrower may request at any time and from time to time during the Term up total Warehousing Commitment Amount to a maximum of twice per fiscal year$150,000,000), by written notice upon the Credit Agent’s determination that the Accordion Conditions have been fully satisfied. In such event, subject to Agentall applicable provisions of the Accordion Loan Documents, an increase in the Lenders and the Accordion Lenders shall thereafter make Warehousing Advances to the Borrowers based upon the increased Warehousing Commitment Amount and their respective Commitment Percentages. The obligations of the Lenders and the Accordion Lenders shall be several and not joint. (c) With respect to any increase to the Warehousing Commitment Amount requested by the Borrowers, the Borrowers hereby acknowledge and agree as follows: (i) The request for such increase (the “Facility IncreaseAccordion Notice”) subject to the terms must (A) be in writing, and conditions hereinafter set forth (such request, a “Facility Increase Request”). Such Facility Increase Request shall set forth B) specify the amount of the requested Facility Increaseincrease to the Warehousing Commitment Amount, which amount shall requested increase (x) may not be less than Twenty Five Million Dollars (exceed $25,000,000)50,000,000, and (y) must be at least $15,000,000. (ii) Credit Agent will manage all aspects of the proposed syndication of the requested increase to the Warehousing Commitment Amount, including, without limitation, the final allocations of the increased Warehousing Commitment Amount among the Lenders and the Accordion Lenders, the respective Commitment Percentages, and the allocation of interest and fees. (iii) After the Borrowers’ request to increase the Warehousing Commitment Amount, the Borrowers shall cooperate with the Credit Agent in connection with the efforts of the Credit Agent to achieve a Successful Accordion Syndication, to include, among other things: (a) permitting and facilitating direct contact during the syndication between each Borrower’s senior officers, representatives and advisors, on the one hand, and prospective lenders, on the other hand, at such times and places as the Credit Agent may reasonably request; (b) providing to the Credit Agent and prospective Accordion Lenders all financial and other information as they may reasonably request, including, without limitation, projections and forecasts; and (c) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the proposed syndication of the requested increased Warehousing Commitment Amount. (d) The Borrowers may give only one Accordion Notice. (e) The Credit Agent (i) is only agreeing to use reasonable and customary efforts to achieve a Successful Accordion Syndication, (ii) is not, nor is any amounts exceeding Twenty Five Million Dollars Lender, agreeing or committing to increase the amount of its Warehousing Commitment, and ($25,000,000iii) shall be is not guarantying that any efforts to achieve a Successful Accordion Syndication will succeed. (f) Credit Agent may elect, in increments of Five Million Dollars ($5,000,000)its discretion, to abandon its efforts to achieve Successful Accordion Syndication if it determines that such efforts are not likely to succeed. Provided that In such event, (i) the sum of Credit Agent and Lenders shall have no obligation to increase the current existing Warehousing Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and Amount, (ii) the Credit Agent and the Lenders shall have no Default liability to the Borrowers or Event of Default has occurred and is continuing as of any other Person with respect to the date of the Facility Increase Request and as of the time of the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Amount undertaken by the amount of Credit Agent in connection therewith or the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower achieve a Successful Accordion Syndication, and (iii) the Borrowers promptly shall constitute rejection thereofreimburse the Credit Agent for all costs and expenses incurred by the Credit Agent in its syndication efforts. (Bg) Upon acceptance by AgentAs used herein, the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase following terms have the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agent), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agent. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificate.meanings:

Accordion Option. (i) Subject to subsection 2.1(f)(ii), unless a Default or an Event of Default has occurred and is then continuing and except as otherwise provided herein, Administrative Borrower may make a maximum of one (1) request, by notice to the Agent, that the Accordion Lenders increase Revolving Credit Commitments hereunder (in the case of existing Revolving Credit Lenders) or make a Revolving Credit Commitment (in the case of an additional financial institution which is not a Revolving Credit Lender at such time), the “Accordion Activation”), (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) Subject each such financial institution that becomes a Revolving Credit Lender shall agree to the 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 may request at or to any time Revolving Credit Lender to solicit additional financial institutions or any Revolving Credit Lender pursuant to this subsection 2.1(f) and from time each such Accordion Lender increasing its Revolving Credit Commitment pursuant to time during the Term up to this subsection 2.1(f) shall execute a maximum Confirmation of twice per fiscal year, by written notice to Agent, an increase 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 subsection 2.1(f) by an amount which exceeds, in the aggregate, the Accordion Amount, (E) in no event shall the Revolving Credit Commitment of all Revolving Credit Lenders be increased under this subsection 2.1(f) so as to exceed, in the aggregate, the Maximum Amount (“Facility Increase”) subject after giving effect to the terms and conditions hereinafter set forth Accordion Amount), (such requestF) Borrowers shall have Excess Availability of $10,000,000 or more prior to the Accordion Activation, (G) on the effective date specified in any Confirmation of Accordion Commitment hereunder, Borrowers shall pay to Agent for the pro rata accounts of the Accordion Lenders, a “Facility Increase Request”). Such Facility Increase Request shall set forth nonrefundable activation fee in an amount equal to 0.25% of the aggregate amount of the requested Facility Increase, which amount shall not be less than Twenty Five Million Dollars ($25,000,000)Accordion Commitments as a result of such Accordion Activation, and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be in increments of Five Million Dollars ($5,000,000). Provided that (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and (iiH) no Default or Event of Default has occurred will occur as a result of such Accordion Activation, and is continuing as of (iii) on the effective date of the Facility Increase Request and as Accordion Activation effected in accordance with this subsection 2.1(f), the Agent shall without further consent of the time Revolving Credit Lenders, amend (a) Schedule C-1 annexed hereto to reflect the name, Revolving Credit Commitment, and Pro Rata Share of each Revolving Credit Lender and the making of the Facility Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined below) to increase the Commitment Maximum Amount by the amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereof. (B) Upon acceptance by Agent, the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject to the approval of Borrower and Agent), provided that on or before the Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000; such Accordion Activation and (IVb) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the this Agreement and Agent shall have accepted the other Loan Documents to make such conforming changes to this Agreement and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (other Loan Documents as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for may determine are necessary to effectuate the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and AgentAccordion Activation. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificate.

Accordion Option. (A) Subject 2.2.1 The Company may, by delivery to the terms Agent of a duly completed Accordion Increase Request, request that the Total Commitments be increased (and conditions hereofthe Commitments shall be so increased) as described in, Borrower may request at any time and from time to time during the Term up to a maximum of twice per fiscal yearin accordance with, by written notice to Agent, this Clause 2.2 (an Accordion Increase). 2.2.2 The increase in the Commitment Amount (“Facility Increase”) Commitments requested in an Accordion Increase Request is subject to the terms and following conditions hereinafter set forth (such request, a “Facility being satisfied on the Accordion Increase Request”). Such Facility Increase Request shall set forth Date: 2.2.2.1 the amount of the requested Facility Increase, which amount shall not increased Commitments will be less than Twenty Five Million Dollars ($25,000,000), and any amounts exceeding Twenty Five Million Dollars ($25,000,000) shall be in increments of Five Million Dollars ($5,000,000). Provided that assumed by (i) the sum of the current Commitment Amount plus the Facility Increase does not exceed the Borrowing Base Availability and first by one or more existing Lenders willing to provide such increase and/or, (ii) second in respect of any increased Commitments not assumed by one or more existing Lenders within 20 Business Days from the date of delivery of the Accordion Increase Request to the Agent, by other banks, financial institutions, trusts, funds or other entities selected by the Company (which must not be a member of the Group) (each an Accordion Increase Lender) which shall become a Party as a Lender; 2.2.2.2 the Agent receives the Accordion Increase Request no less than 20 Business Days before the proposed Accordion Increase Date; 2.2.2.3 the maximum aggregate amount to which the Commitments may be increased is ZAR7,500,000,000; 2.2.2.4 no Default or Event of Default has occurred and is continuing as or would result from the proposed increase in the Facility; 2.2.2.5 in respect of each Accordion Increase Lender: 2.2.2.5.1 the Agent has received and executed a duly completed Accordion Increase Confirmation from that Accordion Increase Lender; and 2.2.2.5.2 in relation to an Accordion Increase Lender which is not already a Lender on the date of the Facility Accordion Increase Request Confirmation: ​ ​ 2.2.2.5.2.1 the Agent has performed all necessary "know your customer" or other similar checks under all applicable laws and as regulations in relation to the assumption of the time additional Commitments by that Accordion Increase Lender, the completion of which the making of Agent shall promptly notify to the Facility Company and the Accordion Increase and after giving effect thereto, Lead Arranger shall use reasonable commercial efforts to arrange adequate additional commitments from Lenders or from New Lenders (as such term is defined belowLender; and 2.2.2.5.2.2 the Accordion Increase Lender(s) agree(s) to increase assume the Commitment Amount by the Commitments in an aggregate amount of the Facility Increase Request. Within twenty (20) days of receipt of such Facility Increase Request, Agent shall advise Borrower in writing of its acceptance or rejection of the Facility Increase Request; failure to so advise Borrower shall constitute rejection thereof. (B) Upon acceptance by Agent, the Facility Increase may be extended to Borrower either by having one or more Eligible Assignees (other than Lenders then holding a Commitment hereunder) approved by Borrower and Agent (each a “New Lender”) become Lenders hereunder and/or by having any one or more Lenders then holding a Commitment hereunder (at their respective election in their sole discretion) increase the amount of their Commitments (any such Lender that elects to increase its Commitment and any New Lender being hereinafter referred to as an “Additional Lender” and each Additional Lender shall be subject equal to the approval of Borrower and Agent), provided that on or before the Accordion Increase Date (as defined below): (I) unless otherwise agreed by Borrower and Agent, the Commitment of any New Lender shall not be less than Ten Million Dollars ($10,000,000); (II) unless otherwise agreed by Borrower and Agent, the increase in the Commitment of any Lender shall not be by less than $5,000,000; (III) the Commitment Amount, as increased by the amount of the Facility Increase, shall not exceed $150,000,000; (IV) Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Schedule F to the Agreement and Agent shall have accepted and executed the same; (V) unless otherwise agreed by Borrower and Agent and each Additional Lender, Borrower shall have executed and delivered to Agent a Note or Notes payable to the order of each Additional Lender, each such Note to be in the amount of such Additional Lender’s Commitment or increased Commitment (as applicable); (VI) Borrower shall have delivered to Agent an opinion of counsel modified to apply to the increase in the Commitment Amount and each Note and Commitment and Acceptance executed and delivered in connection therewith; (VII) Borrower shall pay all required documentary stamp and intangible taxes on the amount of the Facility Increase; (VIII) the Guarantor shall have delivered to Agent a written instrument confirming its consent to the new Commitments or increases in Commitments (as applicable) and that its Guaranty Agreement continues in full force and effect, enlarged to guaranty the Commitment Amount, as increased by the amount of the Facility Increase; (IX) Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as Agent shall have reasonably requested in connection with such new Commitment or increase in a Commitment (as applicable); (X) Borrower shall pay: (i) to the Agent for the account of the Additional Lenders an upfront fee related to the increased Commitments; and (ii) to the Agent or its affiliate an arrangement fee related to the Facility Increase, and such fees shall be in an amount to be determined by Borrower and Agent, and payable on the “Increase Date” (as hereinafter defined); and (Xl) no Default or Event of Default shall exist on the Increase Date (as hereinafter defined) after giving effect to the increase in the Commitment Amount. The form and substance of the documents required under clauses (IV) through (IX) above shall be acceptable to Agent in its sole discretion. Agent shall provide written notice to Lenders following any Facility Increase and shall furnish to Lenders, upon request, copies of the Commitment and Acceptance. The effective date of any Facility Increase (“Increase Date”) shall be mutually agreed upon by Borrower, each Additional Lender and Agent. (C) Nothing contained herein shall constitute or otherwise be deemed to be a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Agent to give or grant any Lender the right to increase its Commitment hereunder. Notwithstanding anything contained to the contrary herein, no Facility Increase Request shall be accepted by Agent if such acceptance shall cause the outstanding principal balance of the Facility (including outstanding Financial and Maintenance Letters of Credit but excluding Performance Letters of Credit) to exceed the Borrowing Base Availability on the most recently submitted Borrowing Base Certificate.