Common use of Accordion Clause in Contracts

Accordion. Prior to the Accordion Expiry Date, Borrower may, from time to time after the Effective Date, but not more than on three (3) occasions, request by a notice to Administrative Agent in substantially the form of Exhibit 2.1(d) (an “Accordion Request”) delivered in writing or via telecopy, that Deutsche Bank provide an increase in the Maximum Commitment in a principal amount of up to the Accordion Commitment (such increase an “Accordion Amount”) such that the Maximum Commitment following all such increases shall not exceed in the aggregate, $300,000,000. Each Accordion Request shall be for an amount at least equal to $10,000,000 except to the extent the unused portion of the Accordion Amount is less than $10,000,000 in which event such request may be for such unused amount. Upon receipt by Deutsche Bank of notice from Administrative Agent of the Accordion Request and if no Event of Default is then continuing, then Deutsche Bank shall increase its Commitment by the amount of the Accordion Amount following the completion by Administrative Agent of Schedule I to the Accordion Request and the countersignature of the Accordion Request by Deutsche Bank. Upon full execution of the Accordion Request, Administrative Agent and Borrower shall establish the effective date of the increase in the Maximum Commitment (the “Accordion Increase Date”). On the Accordion Increase Date, provided that no Event of Default has occurred and is continuing, or would occur by virtue of the Accordion Amount, Borrower shall (i) execute and deliver an amended and restated Note to Deutsche Bank in the amount of Deutsche Bank’s new Commitment, and (ii) pay to Administrative Agent the fee due and payable pursuant to the Fee Letter with respect thereto. In addition thereto, on the Accordion Increase Date, Borrower shall, as a condition of the requested Accordion Amount, satisfy the conditions precedent set forth in Section 6.3 as of the Accordion Increase Date. On the Accordion Increase Date, the Maximum Commitment shall be the sum of the Maximum Commitment in effect immediately prior to the Accordion Increase Date, plus the Accordion Amount.

Accordion. Prior to the Accordion Expiry Date, Borrower may, from time to time after the Effective Datetime, but not more than on three two (32) occasionsoccasions within the twelve (12) months following the Closing Date, request by a notice to Administrative Agent in substantially the form of Exhibit 2.1(d) (an “Accordion Request”) delivered in writing or via telecopy, that Deutsche Bank Lenders provide an increase in the Maximum Commitment in a principal amount of up to the Accordion Commitment $100,000,000 (and not less than $20,000,000 for each request) (each such increase an “Accordion Amount”) such that the Maximum Commitment following all such increases shall not exceed exceed, in the aggregate, $300,000,000250,000,000. Each Accordion Request shall be for an amount at least equal to $10,000,000 except to the extent the unused portion of the Accordion Amount is less than $10,000,000 in which event such request may be for such unused amount. Upon receipt by Deutsche Bank of notice from Administrative Agent of the Accordion Request and if If no Event of Default is then continuing, then Deutsche Bank Administrative Agent shall disclose the Accordion Request to Lenders and each Lender, in its sole and absolute discretion, shall have the right to provide an increase in its Commitment that is equal to its Pro Rata Share multiplied by the Accordion Amount set forth in such Accordion Request. If any Lender does not wish to provide its Pro Rata Share of the Accordion Amount, or any portion thereof, then each other Lender shall have the right to provide an additional Accordion Amount in an amount equal to the Pro Rata Share of the Accordion Amount not being provided by such Lender as determined by the Administrative Agent. Such process shall continue until the entire Accordion Amount is divided among the Lenders. If the entire Accordion Amount is not absorbed by the other Lenders within ten (10) Business Days from the date of the Accordion Request, then Administrative Agent will inform Borrower of the amount of the Accordion Amount following that Lenders are willing to provide, and Borrower will have the completion by right to accept such lesser Accordion Amount, cancel the Accordion Request or find additional Persons who are willing to act as Lenders that are acceptable to Administrative Agent in Administrative Agent’s sole discretion. Any such other Persons providing all or a portion of the Accordion Amount shall be deemed to be Lenders hereunder upon execution of the Accordion Request. Once Administrative Agent, Lenders and Borrower agree on the amount of the Accordion Amount and each Lender’s portion of the Accordion Amount thereunder, Administrative Agent shall complete Schedule I to the Accordion Request and the countersignature each Lender or other Person providing a portion of the Accordion Request by Deutsche BankAmount shall countersign the Accordion Request. Upon full execution of the Accordion Request, Administrative Agent and Borrower shall establish the effective date of the increase in the Maximum Commitment Accordion Amount (the “Accordion Increase Date”). On the Accordion Increase Date, provided that no Event of Default has occurred and is continuing, or would occur by virtue of the Accordion AmountIncrease, Borrower shall (i) execute and deliver an amended and restated Note to Deutsche Bank each Lender or a new Note to such other Person that has executed the Accordion Request, each in the amount of Deutsche Banksuch Lender’s or other Person’s new Commitment, and (ii) pay to Administrative Agent the fee due and payable pursuant to the Fee Letter with respect theretounder Section 2.13(c). In addition thereto, on the each Accordion Increase Date, Borrower shall, as a condition of the requested Accordion AmountIncrease, satisfy the conditions precedent set forth in Section 6.3 as of the each Accordion Increase Date. On the each Accordion Increase Date, the Maximum Commitment shall be the sum of the Maximum Commitment in effect immediately prior to the Accordion Increase Date, plus the Accordion AmountAmount set forth in Schedule I to the Accordion Request.

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

Accordion. Prior Subject to the Accordion Expiry Dateterms and conditions of this Section 2.21, and provided no Default exists, Borrower may, shall have the right from time to time (but in no event more than two (2) times during any given month) after the Effective date hereof and before the Termination Date, but upon not more less than on three thirty (330) occasions, request by a Business Days’ prior written notice to Administrative Agent in substantially (such written notice being herein referred to as a “Revolving Credit Increase Notice”), to increase on the form of Exhibit 2.1(d) (an “Accordion Request”) delivered in writing or via telecopy, that Deutsche Bank provide an increase date specified in the Maximum Commitment in a principal Revolving Credit Increase Notice (the “Revolving Credit Increase Date”), the amount of up to the Accordion Commitment (such increase an “Accordion Amount”) such that the Maximum Commitment following all such increases shall not exceed in the aggregate, $300,000,000. Each Accordion Request shall be for an amount at least equal to $10,000,000 except to the extent the unused portion of the Accordion Amount is less than $10,000,000 in which event such request may be for such unused amount. Upon receipt by Deutsche Bank of notice from Administrative Agent of the Accordion Request and if no Event of Default is then continuing, then Deutsche Bank shall increase its Revolving Credit Commitment by the amount of the Accordion Amount following the completion by Administrative Agent of Schedule I to the Accordion Request and the countersignature of the Accordion Request by Deutsche Bank. Upon full execution of the Accordion Request, Administrative Agent and Borrower shall establish the effective date of the increase specified in the Maximum Commitment Revolving Credit Increase Notice (the “Accordion Revolving Credit Increase Amount”) which shall be a minimum of $10,000,000; provided, however, that in no event shall the amount of the Revolving Credit Loans and the aggregate Revolving Credit Commitment be increased to an amount greater than $260,000,000, and further provided, however, that no such Revolving Credit Increase Amount shall be permitted under this Agreement if a Default shall exist on the date Agent receives the Revolving Credit Increase Notice or on the Revolving Credit Increase Date”). On Subject to the Accordion preceding sentence, on the Revolving Credit Increase Date, provided that no Event of Default has occurred the aggregate Revolving Credit Commitment shall be increased by the Revolving Credit Increase Amount and is continuing, or would occur each Bank’s Commitment and Revolving Credit Commitment shall be increased by virtue such Bank’s Pro Rata Share of the Accordion Revolving Credit Increase Amount; provided, Borrower shall however, any such increase is subject to the following additional conditions being satisfied in form and substance satisfactory to Agent and its counsel: (i) Borrower shall have delivered to Agent an Amended and Restated Revolving Credit Note payable to the order of the relevant Bank, reflecting the increased Revolving Credit Commitment of such Bank, duly executed by Borrower; and (ii) Borrower shall have delivered to Agent an amendment to this Agreement evidencing this Revolving Credit Increase Amount, duly executed by Borrower, with Agent being hereby authorized by each Bank to execute and deliver an amended and restated Note such amendment on behalf of such Bank. Notwithstanding the foregoing, (i) no Bank shall be required to Deutsche Bank participate in the amount of Deutsche Bank’s new Commitmentany increase, and (ii) pay to Administrative Agent the fee due and payable pursuant to the Fee Letter with respect thereto. In addition thereto, on the Accordion Increase Date, advances hereunder paid by Borrower shall, as a condition of the requested Accordion Amount, satisfy the conditions precedent set forth in Section 6.3 as of the Accordion Increase Date. On the Accordion Increase Date, the Maximum Commitment shall may not be the sum of the Maximum Commitment in effect immediately prior to the Accordion Increase Date, plus the Accordion Amountre-advanced.