Common use of Accordion Clause in Contracts

Accordion. At any time Borrowing Agent may by written notice to Agent elect to request the establishment of one or more increases in the Revolving Commitment (with a corresponding increase in the Maximum Revolving Advance Amount) (each such increase, an "Incremental Commitment Increase" and, all such increases, collectively, the "Incremental Commitment Increases") to make incremental Revolving Advances (any such incremental Revolving Advance, an "Incremental Loan"); provided that (1) the total aggregate amount for all such Incremental Commitment Increases shall not (as of any date of incurrence thereof) exceed the amount of $100,000,0000 and (2) the total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender and may invite any other Person reasonably satisfactory to Agent, to provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, in its sole discretion, to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Xxxxxxx and such other Persons exceed the Incremental Commitment Increase request, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that: no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to any Incremental Commitment Increase; each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall constitute Obligations of Borrowers and be on the same terms (including, without limitation, interest rate, fees, voting rights and maturity date) as the existing Revolving Commitments and shall be permitted under the Note Indenture; to the extent that such Incremental Commitment Increase is being provided by an Incremental Lender that is not a Lender hereunder at the time of such increase, such Incremental Commitment Increase shall be effected pursuant to one or more agreements joining such Lender to this Agreement executed and delivered by Borrowers, Agent and the applicable Incremental Lenders (which Lender joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the Other Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.24); Credit Parties shall execute and deliver additional Other Documents (including, without limitation, such opinions, resolutions, certificates and other instruments related thereto) as may be reasonably requested by Agent to effectuate the foregoing; GLDD shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Agent in connection with any such transaction.; and

Accordion. At (a) The Borrower and any time Borrowing Agent may by written notice to Agent elect to request the establishment of one or more increases in Lenders or other banks, financial institutions or other entities may from time to time agree that such Lender shall increase the Revolving amount of its Commitment or such other Person shall provide an additional Commitment by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (with a corresponding increase in i) the Maximum Revolving Advance Amountamount of such increased or additional Commitment, as applicable, and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (each such increase, an "Incremental Commitment Increase" and, all such increases, collectivelyi) without the consent of the Required Lenders, the "Incremental Commitment Increases"aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this Section 2.19(a) shall not exceed $100,000,000 and (ii) without the consent of the Administrative Agent, each increase effected pursuant to make incremental Revolving Advances this Section 2.19(a) shall be in a minimum amount of at least $10,000,000 (any provided that such incremental Revolving Advance, amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.19(a)(i) and shall be in an "Incremental Loan"increment of $500,000); provided that (1) the total aggregate amount for all such Incremental Commitment Increases no Lender shall not (as of have any date of incurrence thereofobligation to participate in any increase described in this Section 2.19(a) exceed the amount of $100,000,0000 and (2) the total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, if less, the remaining amount permitted pursuant unless it agrees to the foregoing clause (1). Each such notice shall specify the date (each, an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender and may invite any other Person reasonably satisfactory to Agent, to provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, do so in its sole discretion; (2) any prospective lender (if not already a Lender or an affiliate of a Lender) providing any such additional Commitment shall be reasonably acceptable to the Administrative Agent; (3) after giving effect to such additional Commitment, the New Lender providing such additional Commitment shall have an aggregate Commitment of at least $5,000,000 (and in additional increments of $500,000), unless otherwise agreed by the Administrative Agent; (4) on a pro forma basis after giving effect to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Xxxxxxx and such other Persons exceed the Incremental Commitment Increase requestincreased or additional Commitment, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that: applicable, no Default or Event of Default shall exist exists or would exist; (5) on such Increased Amount Date before or a pro forma basis after giving effect to any Incremental Commitment Increasesuch increased or additional Commitment, as applicable, and assuming that the Commitments were fully utilized on the Increased Facility Closing Date, the Borrower would be in compliance with the covenant contained in Section 7.2 as of such day; each Incremental Commitment Increase and (6) the representations and warranties contained in Section 4 shall be true and correct in all material respects immediately prior to, and after giving effect to, the Incremental Loans made thereunderIncreased Facility Closing Date. (b) Any additional bank, financial institution or other entity that has elected to become a “Lender” under this Agreement in accordance with the provisions of Section 2.19(a) shall constitute Obligations execute a supplement (each, a “New Lender Supplement”), substantially in the form of Borrowers and be Exhibit J-2, whereupon, effective on the same terms related Increased Facility Closing Date, such bank, financial institution or other entity (including, without limitation, interest rate, fees, voting rights and maturity datea “New Lender”) as the existing Revolving Commitments shall become a Lender hereunder and shall be permitted bound by and entitled to the benefits of this Agreement. (c) On each Increased Facility Closing Date, the Borrower shall borrow Loans under the Note Indenture; relevant increased or additional Commitments from the relevant Lenders (or repay outstanding Loans, or both) in an amount (giving effect to any concurrent repayment of Loans) determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) all Lenders participated in each such Type or Eurodollar Tranche on a pro rata basis. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent that (but only to the extent) necessary to reflect the existence of the increased Commitments pursuant to this Section 2.19. Any such Incremental Commitment Increase is being provided by an Incremental Lender that is not a Lender hereunder at the time of such increase, such Incremental Commitment Increase shall deemed amendment may be effected pursuant to one or more agreements joining such Lender to this Agreement executed and delivered in writing by Borrowers, the Administrative Agent and with the applicable Incremental Lenders Borrower’s consent (which Lender joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the Other Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.24); Credit Parties shall execute and deliver additional Other Documents (including, without limitation, such opinions, resolutions, certificates and other instruments related thereto) as may be reasonably requested by Agent to effectuate the foregoing; GLDD shall deliver or cause not to be delivered any customary legal opinions or unreasonably withheld) and furnished to the other documents reasonably requested by Agent in connection with any such transactionparties hereto.; and

Accordion. At (a) The Borrower and any time Borrowing Agent may by written notice to Agent elect to request the establishment of one or more increases in Lenders or other banks, financial institutions or other entities may from time to time agree that such Lender shall increase the Revolving amount of its Commitment (with a corresponding increase in including any associated Foreign Currency Commitment, if agreed between the Maximum Revolving Advance AmountBorrower and such Lender) or such other Person shall provide an additional Commitment (each including any associated Foreign Currency Commitment, if agreed between the Borrower and such increaseother Person) by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increased or additional Commitment (and any associated Foreign Currency Commitment), an "Incremental Commitment Increase" andas applicable, all such increasesand (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, collectively(i) without the consent of the Required Lenders, the "Incremental Commitment Increases"aggregate amount of incremental Commitments obtained after the Closing Date pursuant to this Section 2.19(a) shall not exceed $100,000,000 and (ii) without the consent of the Administrative Agent, each increase effected pursuant to make incremental Revolving Advances this Section 2.19(a) shall be in a minimum amount of at least $10,000,000 (any provided that such incremental Revolving Advance, amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.19(a)(i) and shall be in an "Incremental Loan"increment of $500,000); provided that (1) the total aggregate amount for all such Incremental Commitment Increases no Lender shall not (as of have any date of incurrence thereofobligation to participate in any increase described in this Section 2.19(a) exceed the amount of $100,000,0000 and (2) the total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, if less, the remaining amount permitted pursuant unless it agrees to the foregoing clause (1). Each such notice shall specify the date (each, an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender and may invite any other Person reasonably satisfactory to Agent, to provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, do so in its sole discretion; (2) any prospective lender (if not already a Lender or an affiliate of a Lender) providing any such additional Commitment shall be reasonably acceptable to the Administrative Agent; (3) after giving effect to such additional Commitment, the New Lender providing such additional Commitment shall have an aggregate Commitment of at least $5,000,000 (and in additional increments of $500,000), unless otherwise agreed by the Administrative Agent; (4) on a pro forma basis after giving effect to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Xxxxxxx and such other Persons exceed the Incremental Commitment Increase requestincreased or additional Commitment, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that: applicable, no Default or Event of Default exists or would exist; and (5) the representations and warranties contained in Section 4 shall exist be true and correct in all material respects immediately prior to, and after giving effect to, the Increased Facility Closing Date. (b) Any additional bank, financial institution or other entity that has elected to become a “Lender” under this Agreement in accordance with the provisions of Section 2.19(a) shall execute a supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit H-2, whereupon, effective on the related Increased Facility Closing Date, such bank, financial institution or other entity (a “New Lender”) shall become a Lender hereunder and shall be bound by and entitled to the benefits of this Agreement. (c) On each Increased Facility Closing Date, the Borrower shall (i) borrow Foreign Currency Loans under any relevant increased or additional Foreign Currency Commitments from the relevant Foreign Currency Lenders (or repay outstanding Foreign Currency Loans, or both) in an amount (giving effect to any concurrent repayment of Foreign Currency Loans) determined by reference to the amount of each Eurocurrency Tranche of Foreign Currency Loans which would have been outstanding from such Foreign Currency Lender if (x) each such Eurocurrency Tranche had been borrowed or effected on such Increased Amount Facility Closing Date before and (y) all Foreign Currency Lenders participated in each such Eurocurrency Tranche on a pro rata basis in accordance with their respective Foreign Currency Commitment Percentages and (ii) borrow Dollar Loans under any relevant increased or additional Commitments from the relevant Lenders (or repay outstanding Dollar Loans, or both) in an amount (after giving effect to any Incremental Commitment Increase; concurrent repayment of Dollar Loans) determined by reference to the amount of each Incremental Commitment Increase Type of Dollar Loan (and, in the case of Dollar Loans that are Eurocurrency Loans, each Eurocurrency Tranche of Dollar Loans) which would then have been outstanding from such Lender if (x) each such Type or Eurocurrency Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) all Lenders participated in each such Type or Eurocurrency Tranche on a pro rata basis in accordance with their respective Pro Rata Shares (as determined after giving effect to clause (i)). The Eurocurrency Base Rate applicable to any Eurocurrency Loan borrowed pursuant to the preceding sentence shall equal the Eurocurrency Base Rate then applicable to the Eurocurrency Loans of the other Lenders in the same Eurocurrency Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the Incremental Loans made thereunderrelevant Lender). (d) shall constitute Obligations Notwithstanding anything to the contrary in this Agreement, each of Borrowers and be the parties hereto hereby agrees that, on the same terms (includingeach Increased Facility Activation Date, without limitation, interest rate, fees, voting rights and maturity date) as the existing Revolving Commitments and this Agreement shall be permitted under the Note Indenture; amended to the extent that (but only to the extent) necessary to reflect the existence of the increased Commitments (and associated Foreign Currency Commitments, if any) pursuant to this Section 2.19. Any such Incremental Commitment Increase is being provided by an Incremental Lender that is not a Lender hereunder at the time of such increase, such Incremental Commitment Increase shall deemed amendment may be effected pursuant to one or more agreements joining such Lender to this Agreement executed and delivered in writing by Borrowers, the Administrative Agent and with the applicable Incremental Lenders Borrower’s consent (which Lender joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the Other Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.24); Credit Parties shall execute and deliver additional Other Documents (including, without limitation, such opinions, resolutions, certificates and other instruments related thereto) as may be reasonably requested by Agent to effectuate the foregoing; GLDD shall deliver or cause not to be delivered any customary legal opinions or unreasonably withheld) and furnished to the other documents reasonably requested by Agent in connection with any such transactionparties hereto.; and

Accordion. At (a) The Borrower and any time Borrowing Agent may by written notice to Agent elect to request the establishment of one or more increases in Lenders or other banks, financial institutions or other entities may from time to time agree that such Lender shall increase the Revolving amount of its Commitment (with a corresponding increase in including any associated Foreign Currency Commitment, if agreed between the Maximum Revolving Advance AmountBorrower and such Lender) or such other Person shall provide an additional Commitment (each including any associated Foreign Currency Commitment, if agreed between the Borrower and such increaseother Person) by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increased or additional Commitment (and any associated Foreign Currency Commitment), an "Incremental Commitment Increase" andas applicable, all such increasesand (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, collectively(i) without the consent of the Required Lenders, the "Incremental Commitment Increases"aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this Section 2.19(a) shall not exceed $100,000,000 and (ii) without the consent of the Administrative Agent, each increase effected pursuant to make incremental Revolving Advances this Section 2.19(a) shall be in a minimum amount of at least $10,000,000 (any provided that such incremental Revolving Advance, amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.19(a)(i) and shall be in an "Incremental Loan"increment of $500,000); provided that (1) the total aggregate amount for all such Incremental Commitment Increases no Lender shall not (as of have any date of incurrence thereofobligation to participate in any increase described in this Section 2.19(a) exceed the amount of $100,000,0000 and (2) the total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, if less, the remaining amount permitted pursuant unless it agrees to the foregoing clause (1). Each such notice shall specify the date (each, an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender and may invite any other Person reasonably satisfactory to Agent, to provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, do so in its sole discretion; (2) any prospective lender (if not already a Lender or an affiliate of a Lender) providing any such additional Commitment shall be reasonably acceptable to the Administrative Agent; (3) after giving effect to such additional Commitment, the New Lender providing such additional Commitment shall have an aggregate Commitment of at least $5,000,000 (and in additional increments of $500,000), unless otherwise agreed by the Administrative Agent; (4) on a pro forma basis after giving effect to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Xxxxxxx and such other Persons exceed the Incremental Commitment Increase requestincreased or additional Commitment, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that: applicable, no Default or Event of Default exists or would exist; (5) on a pro forma basis after giving effect to such increased or additional Commitment, as applicable, and assuming that the Commitments were fully utilized on the Increased Facility Closing Date, the Borrower would be in compliance with the covenant contained in Section 7.2 as of such day; and (6) the representations and warranties contained in Section 4 shall exist be true and correct in all material respects immediately prior to, and after giving effect to, the Increased Facility Closing Date. (b) Any additional bank, financial institution or other entity that has elected to become a “Lender” under this Agreement in accordance with the provisions of Section 2.19(a) shall execute a supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit J-2, whereupon, effective on the related Increased Facility Closing Date, such bank, financial institution or other entity (a “New Lender”) shall become a Lender hereunder and shall be bound by and entitled to the benefits of this Agreement. (c) On each Increased Facility Closing Date, the Borrower shall (i) borrow Foreign Currency Loans under any relevant increased or additional Foreign Currency Commitments from the relevant Foreign Currency Lenders (or repay outstanding Foreign Currency Loans, or both) in an amount (giving effect to any concurrent repayment of Foreign Currency Loans) determined by reference to the amount of each Eurocurrency Tranche of Foreign Currency Loans which would have been outstanding from such Foreign Currency Lender if (x) each such Eurocurrency Tranche had been borrowed or effected on such Increased Amount Facility Closing Date before and (y) all Foreign Currency Lenders participated in each such Eurocurrency Tranche on a pro rata basis in accordance with their respective Foreign Currency Commitment Percentages and (ii) borrow Dollar Loans under any relevant increased or additional Commitments from the relevant Lenders (or repay outstanding Dollar Loans, or both) in an amount (after giving effect to any Incremental Commitment Increase; concurrent repayment of Dollar Loans) determined by reference to the amount of each Incremental Commitment Increase Type of Dollar Loan (and, in the case of Dollar Loans that are Eurocurrency Loans, each Eurocurrency Tranche of Dollar Loans) which would then have been outstanding from such Lender if (x) each such Type or Eurocurrency Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) all Lenders participated in each such Type or Eurocurrency Tranche on a pro rata basis in accordance with their respective Pro Rata Shares (as determined after giving effect to clause (i)). The Eurocurrency Base Rate applicable to any Eurocurrency Loan borrowed pursuant to the preceding sentence shall equal the Eurocurrency Base Rate then applicable to the Eurocurrency Loans of the other Lenders in the same Eurocurrency Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the Incremental Loans made thereunderrelevant Lender). (d) shall constitute Obligations Notwithstanding anything to the contrary in this Agreement, each of Borrowers and be the parties hereto hereby agrees that, on the same terms (includingeach Increased Facility Activation Date, without limitation, interest rate, fees, voting rights and maturity date) as the existing Revolving Commitments and this Agreement shall be permitted under the Note Indenture; amended to the extent that (but only to the extent) necessary to reflect the existence of the increased Commitments (and associated Foreign Currency Commitments, if any) pursuant to this Section 2.19. Any such Incremental Commitment Increase is being provided by an Incremental Lender that is not a Lender hereunder at the time of such increase, such Incremental Commitment Increase shall deemed amendment may be effected pursuant to one or more agreements joining such Lender to this Agreement executed and delivered in writing by Borrowers, the Administrative Agent and with the applicable Incremental Lenders Borrower’s consent (which Lender joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the Other Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.24); Credit Parties shall execute and deliver additional Other Documents (including, without limitation, such opinions, resolutions, certificates and other instruments related thereto) as may be reasonably requested by Agent to effectuate the foregoing; GLDD shall deliver or cause not to be delivered any customary legal opinions or unreasonably withheld) and furnished to the other documents reasonably requested by Agent in connection with any such transactionparties hereto.; and

Accordion. At The Borrower and any time Borrowing Agent may by written notice to Agent elect to request the establishment of one or more increases in Lenders or other banks, financial institutions or other entities may from time to time agree that such Lender shall increase the Revolving amount of its Commitment or such other Person shall provide an additional Commitment by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (with a corresponding increase in i) the Maximum Revolving Advance Amountamount of such increased or additional Commitment, as applicable, and (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, (each such increase, an "Incremental Commitment Increase" and, all such increases, collectivelyi) without the consent of the Required Lenders, the "Incremental Commitment Increases"aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this Section 2.19(a) shall not exceed $50,000,000 and (ii) without the consent of the Administrative Agent, each increase effected pursuant to make incremental Revolving Advances (any such incremental Revolving Advance, an "Incremental Loan")this Section 2.19(a) shall be in a minimum amount of at least $10,000,000; provided that (1) the total aggregate amount for all such Incremental Commitment Increases no Lender shall not (as of have any date of incurrence thereofobligation to participate in any increase described in this Section 2.19(a) exceed the amount of $100,000,0000 and (2) the total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, if less, the remaining amount permitted pursuant unless it agrees to the foregoing clause (1). Each such notice shall specify the date (each, an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender and may invite any other Person reasonably satisfactory to Agent, to provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, do so in its sole discretion; (2) any prospective lender (if not already a Lender or an affiliate of a Lender) providing any such additional Commitment shall be reasonably acceptable to the Administrative Agent; (3) after giving effect to such additional Commitment, the New Lender providing such additional Commitment shall have an aggregate Commitment of at least $5,000,000, unless otherwise agreed by the Administrative Agent; (4) on a pro forma basis after giving effect to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Xxxxxxx and such other Persons exceed the Incremental Commitment Increase requestincreased or additional Commitment, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that: applicable, no Default or Event of Default shall exist exists or would exist; (5) on such Increased Amount Date before or a pro forma basis after giving effect to any Incremental Commitment Increase; each Incremental Commitment Increase (such increased or additional Commitment, as applicable, and assuming that the Incremental Loans made thereunder) shall constitute Obligations of Borrowers and be Commitments were fully utilized on the same terms Increased Facility Closing Date, the Borrower would be in compliance with the covenant contained in Section 7.2 as of such day; and (including, without limitation, interest rate, fees, voting rights 6) the representations and maturity date) as the existing Revolving Commitments and warranties contained in Section 4 shall be permitted under true and correct in all material respects immediately prior to, and after giving effect to, the Note Indenture; to the extent that such Incremental Commitment Increase is being provided by an Incremental Lender that is not a Lender hereunder at the time of such increase, such Incremental Commitment Increase shall be effected pursuant to one or more agreements joining such Lender to this Agreement executed and delivered by Borrowers, Agent and the applicable Incremental Lenders (which Lender joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the Other Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.24); Credit Parties shall execute and deliver additional Other Documents (including, without limitation, such opinions, resolutions, certificates and other instruments related thereto) as may be reasonably requested by Agent to effectuate the foregoing; GLDD shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Agent in connection with any such transactionIncreased Facility Closing Date.; and

Accordion. At (a) The Borrower and any time Borrowing Agent may by written notice to Agent elect to request the establishment of one or more increases in Lenders or other banks, financial institutions or other entities may from time to time agree that such Lender shall increase the Revolving amount of its Commitment (with a corresponding increase in including any associated Foreign Currency Commitment, if agreed between the Maximum Revolving Advance AmountBorrower and such Lender) or such other Person shall provide an additional Commitment (each including any associated Foreign Currency Commitment, if agreed between the Borrower and such increaseother Person) by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increased or additional Commitment (and any associated Foreign Currency Commitment), an "Incremental Commitment Increase" andas applicable, all such increasesand (ii) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, collectively(i) without the consent of the Required Lenders, the "Incremental Commitment Increases"aggregate amount of incremental Commitments obtained after the Effective Date pursuant to this Section 2.19(a) shall not exceed $100,000,000 and (ii) without the consent of the Administrative Agent, each increase effected pursuant to make incremental Revolving Advances this Section 2.19(a) shall be in a minimum amount of at least $10,000,000 (any provided that such incremental Revolving Advance, amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.19(a)(i) and shall be in an "Incremental Loan"increment of $500,000); provided that (1) the total aggregate amount for all such Incremental Commitment Increases no Lender shall not (as of have any date of incurrence thereofobligation to participate in any increase described in this Section 2.19(a) exceed the amount of $100,000,0000 and (2) the total aggregate amount for each Incremental Commitment Increase (and the Incremental Loans made thereunder) shall not be less than the amount of $10,000,000 or, if less, the remaining amount permitted pursuant unless it agrees to the foregoing clause (1). Each such notice shall specify the date (each, an "Increased Amount Date") on which Borrowers propose that any Incremental Commitment Increase shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Agent. Borrowers shall invite each Lender and may invite any other Person reasonably satisfactory to Agent, to provide an Incremental Commitment Increase (any such Person, an "Incremental Lender"). Any Lender offered or approached to provide all or a portion of any Incremental Commitment Increase may elect or decline, do so in its sole discretion; (2) any prospective lender (if not already a Lender or an affiliate of a Lender) providing any such additional Commitment shall be reasonably acceptable to the Administrative Agent; (3) after giving effect to such additional Commitment, the New Lender providing such additional Commitment shall have an aggregate Commitment of at least $5,000,000 (and in additional increments of $500,000), unless otherwise agreed by the Administrative Agent; (4) on a pro forma basis after giving effect to provide such Incremental Commitment Increase. In the event the Incremental Commitment Increases agreed to be provided by Xxxxxxx and such other Persons exceed the Incremental Commitment Increase requestincreased or additional Commitment, Agent shall allocate such Incremental Commitment Increase as determined by Agent. Any Incremental Commitment Increase shall become effective as of such Increased Amount Date; provided that: applicable, no Default or Event of Default exists or would exist; (5) on a pro forma basis after giving effect to such increased or additional Commitment, as applicable, and assuming that the Commitments were fully utilized on the Increased Facility Closing Date, the Borrower would be in compliance with the covenant contained in Section 7.2 as of such day; and (6) the representations and warranties contained in Section 4 shall exist be true and correct in all material respects immediately prior to, and after giving effect to, the Increased Facility Closing Date. (b) Any additional bank, financial institution or other entity that has elected to become a “Lender” under this Agreement in accordance with the provisions of Section 2.19(a) shall execute a supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit J-2, whereupon, effective on the related Increased Facility Closing Date, such bank, financial institution or other entity (a “New Lender”) shall become a Lender hereunder and shall be bound by and entitled to the benefits of this Agreement. (c) On each Increased Facility Closing Date, the Borrower shall (i) borrow Foreign Currency Loans under theany relevant increased or additional Foreign Currency Commitments from the relevant Foreign Currency Lenders (or repay outstanding Foreign Currency Loans, or both) in an amount (giving effect to any concurrent repayment of Foreign Currency Loans) determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would thenEurocurrency Tranche of Foreign Currency Loans which would have been outstanding from such Foreign Currency Lender if (ix) each such Type or EurodollarEurocurrency Tranche had been borrowed or effected on such Increased Amount Facility Closing Date before and (iiy) all Foreign Currency Lenders participated in each such Eurocurrency Tranche on a pro rata basis in accordance with their respective Foreign Currency Commitment Percentages and (ii) borrow Dollar Loans under any relevant increased or additional Commitments from the relevant Lenders (or repay outstanding Dollar Loans, or both) in an amount (after giving effect to any Incremental Commitment Increase; concurrent repayment of Dollar Loans) determined by reference to the amount of each Incremental Commitment Increase Type of Dollar Loan (and, in the case of Dollar Loans that are Eurocurrency Loans, each Eurocurrency Tranche of Dollar Loans) which would then have been outstanding from such Lender if (x) each such Type or Eurocurrency Tranche had been borrowed or effected on such Increased Facility Closing Date and (y) all Lenders participated in each such Type or EurodollarEurocurrency Tranche on a pro rata basis. The Eurodollar in accordance with their respective Pro Rata Shares (as determined after giving effect to clause (i)). The Eurocurrency Base Rate applicable to any EurodollarEurocurrency Loan borrowed pursuant to the preceding sentence shall equal the EurodollarEurocurrency Base Rate then applicable to the EurodollarEurocurrency Loans of the other Lenders in the same EurodollarEurocurrency Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the Incremental Loans made thereunderrelevant Lender). (d) shall constitute Obligations Notwithstanding anything to the contrary in this Agreement, each of Borrowers and be the parties hereto hereby agrees that, on the same terms (includingeach Increased Facility Activation Date, without limitation, interest rate, fees, voting rights and maturity date) as the existing Revolving Commitments and this Agreement shall be permitted under the Note Indenture; amended to the extent that (but only to the extent) necessary to reflect the existence of the increased Commitments (and associated Foreign Currency Commitments, if any) pursuant to this Section 2.19. Any such Incremental Commitment Increase is being provided by an Incremental Lender that is not a Lender hereunder at the time of such increase, such Incremental Commitment Increase shall deemed amendment may be effected pursuant to one or more agreements joining such Lender to this Agreement executed and delivered in writing by Borrowers, the Administrative Agent and with the applicable Incremental Lenders Borrower’s consent (which Lender joinder agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the Other Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 2.24); Credit Parties shall execute and deliver additional Other Documents (including, without limitation, such opinions, resolutions, certificates and other instruments related thereto) as may be reasonably requested by Agent to effectuate the foregoing; GLDD shall deliver or cause not to be delivered any customary legal opinions or unreasonably withheld) and furnished to the other documents reasonably requested by Agent in connection with any such transactionparties hereto.; and