Common use of Accordion Increase Clause in Contracts

Accordion Increase. (a) Subject to this Clause 2.2, the Borrower may request an increase in the Total Commitments (an "Accordion Increase") in an aggregate amount which when aggregated with the amount of all other Accordion Increases made under this Clause 2.2 does not exceed $1,750,000,000 (the "Additional Commitments"); provided that, the Total Commitments shall not exceed $3,500,000,000 after any Accordian Increase. (b) The Borrower may invite: (i) any one or more Lenders to provide Additional Commitments in such amount as may be agreed by the Borrower and such Lender (each such Lender that is invited to and wishes to provide such Additional Commitments, an "Accordion Lender"); and/or (ii) any one or more bank or financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making loans, securities or other financial assets and which is acceptable to the Agent (acting reasonably) (each a "New Accordion Lender") to provide Additional Commitments in such amount as may be agreed by the Borrower and such New Accordion Lender, provided that, the increase in the Total Commitments following the proposed Accordion Increase does not exceed the limit set out in paragraph (a) above. (c) For the avoidance of doubt no Lender shall (unless otherwise agreed by that ▇▇▇▇▇▇) be obliged to provide any Additional Commitment. (d) The Borrower shall, promptly following agreement with the Accordion Lenders and New Accordion Lenders and in any event not later than 45 Business Days (or such other period as the Agent and the Borrower may agree) prior to the proposed date of the Accordion Increase, deliver to the Agent a notice (an "Accordion Request") signed by a Responsible Officer of the Borrower which shall specify: (i) the aggregate amount of the proposed Additional Commitments; (ii) the identity of, and the amount of the proposed Additional Commitment of, each Accordion Lender and each New Accordion Lender that wishes to provide an Additional Commitment; (iii) the proposed Accordion Increase Date which shall be a Business Day within the Availability Period and shall be the last date of the Interest Period of each Loan then outstanding; and (iv) the fees relating to the proposed Additional Commitments. (e) Following receipt by the Agent of an Accordion Request, it shall promptly forward a copy to each Lender for information purposes. (f) An Accordion Increase will only become effective if, on the date of the Accordion Request and the proposed Accordion Increase Date, no Default is continuing or would result from the proposed Accordion Increase. (i) Subject to the conditions set out in this Clause 2.2, an Accordion Increase will become effective in accordance with paragraph (h) below when the Agent executes an otherwise duly completed Accordion Increase Certificate delivered to it by the Borrower and the Additional Commitment Lenders. The Agent shall, subject to sub-paragraph (ii) below, as soon as reasonably practicable after receipt by it of a duly completed Accordion Increase Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Accordion Increase Certificate. (ii) The Agent shall only be obliged to execute an Accordion Increase Certificate delivered to it by the Borrower and the Additional Commitment Lenders once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to each New Accordion Lender. (h) On the Accordion Increase Date: (i) the amount of the Additional Commitment of each Additional Commitment Lender will be as set out in the relevant column opposite its name in the Accordion Increase Certificate; (ii) each of the Obligors and each Additional Commitment Lender shall assume obligations towards one another and acquire rights against one another as they would have acquired and assumed had each Additional Commitment Lender been an Original Lender with the rights and obligations acquired and assumed by it as a result of it providing its Additional Commitment; (iii) the Agent, the Arrangers, the New Accordion Lenders and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Accordion Lenders been Original Lenders with the rights and obligations acquired and assumed by them as a result of their participation in the Additional Commitments; and (iv) each New Accordion Lender shall become a Party as a "Lender". (i) The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2. (j) Any amounts payable to the Lenders by any Obligor on or before the Accordion Increase Date (including, without limitation, all interest, fees and commission payable up to (but excluding) the Accordion Increase Date) in respect of any period ending on or prior to the Accordion Increase Date shall be for the account of the Lenders party to this Agreement prior to the Accordion Increase Date and no Additional Commitment 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) the Accordion Increase Date). (k) Each New Accordion Lender, by executing the relevant Accordion Increase Certificate confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Accordion Increase Certificate becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Original Lenders.

Accordion Increase. (a) Subject to this Clause 2.2, the Borrower may request an increase in the Total Commitments (an "Accordion Increase") in an aggregate amount which when aggregated with the amount of all other Accordion Increases made under this Clause 2.2 does not exceed $1,750,000,000 (the "Additional Commitments"); provided that, the Total Commitments shall not exceed $3,500,000,000 after any Accordian Increase. (b) The Borrower may invite: (i) any one or more Lenders to provide Additional Commitments Following the Utilisation in such amount as may be agreed by full of the Borrower and such Lender (each such Lender that is invited to and wishes to provide such Additional Commitments, an "Accordion Lender"); and/or (ii) any one or more bank or financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making loans, securities or other financial assets and which is acceptable to the Agent (acting reasonably) (each a "New Accordion Lender") to provide Additional Commitments in such amount as may be agreed by the Borrower and such New Accordion Lender, provided thatFacility, the increase in the Total Commitments following the proposed Accordion Increase does not exceed the limit set out in paragraph (a) above. (c) For the avoidance of doubt Company may, no Lender shall (unless otherwise agreed by that ▇▇▇▇▇▇) be obliged to provide any Additional Commitment. (d) The Borrower shall, promptly following agreement with the Accordion Lenders and New Accordion Lenders and in any event not later less than 45 20 Business Days (or such other time period as the Agent and the Borrower may agree) prior to the proposed date Proposed Accordion Increase Establishment Date (specified in the Accordion Increase Request), request in the form of a duly executed Accordion Increase Request, that the Total Commitments (or any part of it) and the relevant Commitment be increased (the “Accordion Increase”) and be assumed by one or more Lenders (each an “Accordion Increase Lender”) willing to make available an Accordion Increase. No Lender will have any obligation to participate in any Accordion Increase. Any Accordion Increase requested by the Company shall first be offered pro rata to the Lenders. If, following 15 Business Days after receipt of the Accordion Increase Request one or more Lenders do not agree to participate in an Accordion Increase, deliver the Company may offer such participation to the Agent a notice (an "Accordion Request") signed by a Responsible Officer of the Borrower which shall specify: (i) the aggregate amount of the proposed Additional Commitments;any Permitted Transferee. (ii) The Accordion Increase is subject to the identity of, and following conditions: (A) Any Utilisation of funds made available from the amount of the proposed Additional Commitment of, each Accordion Lender and each New Accordion Lender that wishes to provide an Additional CommitmentIncrease shall be used in accordance with Clause 3.1 (Purpose); (iiiB) the proposed Accordion Increase Date which shall be a Business Day within the Availability Period and shall be the last date no Event of the Interest Period of each Loan then outstanding; and (iv) the fees relating to the proposed Additional Commitments. (e) Following receipt by the Agent of an Accordion Request, it shall promptly forward a copy to each Lender for information purposes. (f) An Accordion Increase will only become effective if, on the date of the Accordion Request and the proposed Accordion Increase Date, no Default is continuing or would result from the proposed Utilisation and the Repeating Representations being true in all material respects; (C) the Accordion Increase Request must be submitted within the Availability Period and must be accompanied by evidence satisfactory to the Agent that, following the incurrence of the relevant Commitment, on a pro forma basis, the Company will be in compliance with Clause 3 (Incurrence of Indebtedness and issuance of Preferred Stock) of Schedule 18 (Additional General Undertakings); (D) the All In Pricing for the Accordion Increase shall not exceed the All In Pricing for the Facility (excluding the Accordion Increase) by more than 1% per annum unless the All In Pricing for the Facility is increased to ensure that the difference does not exceed 1% per annum; (E) the Weighted Average Life to Maturity of the Commitment in respect of the Accordion Increase shall be not less than the Weighted Average Life to Maturity of the Facility (excluding the Accordion Increase); (F) the Total Commitments shall not exceed US$250,000,000 following the Accordion Increase (the “Maximum Facility Amount”); and (G) no Security (other than any Transaction Security held by the Security Agent in accordance with the Finance Documents) shall be granted in favour of the Accordion Increase Lender and/or the Security Agent and/or any other person on behalf of the Accordion Increase Lender. (iiii) Subject The Agent shall promptly notify the Lenders following receipt of an Accordion Increase Request from the Company. The Accordion Increase Request is irrevocable. (iv) The Commitment in respect of the Accordion Increase will be assumed by each Accordion Increase Lender which confirms in writing (whether in the relevant Accordion Increase Confirmation or otherwise) its willingness to assume and does assume all the conditions obligations of a Lender corresponding to that part of the Commitment which it is to assume, as if it had been an Original Lender in respect of that Commitment. (v) With effect from the Accordion Increase Establishment Date, the Company and any Accordion Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Company and the Accordion Increase Lender would have assumed and/or acquired had the Accordion Increase Lender been an Original Lender in respect of that part of the Commitment which it is to assume. (vi) With effect from the Accordion Increase Establishment Date, each Accordion Increase Lender shall become a Party as a “Lender” and any Accordion Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Accordion Increase Lender and those Finance Parties would have assumed and/or acquired had the Accordion Increase Lender been an Original Lender in respect of that part of the Commitment which it is to assume. (vii) The amount of the Commitment of each Accordion Increase Lender will be as set out in this Clause 2.2, an the relevant column opposite its name in the relevant Accordion Increase will become effective Confirmation. (viii) The Commitment of the other Lenders shall continue in accordance with paragraph full force and effect. (hix) below when Any increase in the Commitment relating to a Facility shall take effect on the date on which the Agent executes an otherwise duly completed Accordion Increase Certificate Confirmation delivered to it by the Borrower and the Additional Commitment Lenders. relevant Accordion Increase Lender. (x) The Agent shall, subject to sub-paragraph (ii2.3(b) below, as soon as reasonably practicable after receipt by it of a duly completed Accordion Increase Certificate Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, provided that the requirements of paragraph 2.3(a) are satisfied at that time, execute that Accordion Increase CertificateConfirmation. (iib) The Agent shall only be obliged to execute an Accordion Increase Certificate Confirmation delivered to it by the Borrower and the Additional Commitment Lenders an Accordion Increase Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to each New the assumption of the increased Commitment by that Accordion Increase Lender. (hc) On the Each Accordion Increase Date: (i) the amount of the Additional Commitment of each Additional Commitment Lender will be as set out in the relevant column opposite its name in the Accordion Increase Certificate; (ii) each of the Obligors and each Additional Commitment Lender shall assume obligations towards one another and acquire rights against one another as they would have acquired and assumed had each Additional Commitment Lender been an Original Lender with the rights and obligations acquired and assumed by it as a result of it providing its Additional Commitment; (iii) the Agent, the Arrangers, the New Accordion Lenders and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Accordion Lenders been Original Lenders with the rights and obligations acquired and assumed by them as a result of their participation in the Additional Commitments; and (iv) each New Accordion Lender shall become a Party as a "Lender". (i) The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2. (j) Any amounts payable to the Lenders by any Obligor on or before the Accordion Increase Date (including, without limitation, all interest, fees and commission payable up to (but excluding) the Accordion Increase Date) in respect of any period ending on or prior to the Accordion Increase Date shall be for the account of the Lenders party to this Agreement prior to the Accordion Increase Date and no Additional Commitment 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) the Accordion Increase Date). (k) Each New Accordion Lender, by executing the relevant Accordion Increase Certificate confirmsConfirmation, confirms (for the avoidance of doubt, ) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Accordion Increase Certificate increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been a Lender. (d) The Agent will notify the Original LendersLenders of a duly executed Accordion Increase Request promptly following its execution by the Agent. (e) The Company shall promptly on demand pay the Agent and the Security Agent the amount of all costs and expenses (including legal fees but excluding any opportunity cost of funds or losses) properly incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitment under this Clause 2.3. (f) The Company may pay to the Accordion Increase Lender a fee in the amount and at the times agreed between the Company and the Accordion Increase Lender in a Fee Letter. (g) No Agent nor any Lender shall have any obligation to fund an Accordion Increase. (h) Clause 25.5 (Limitation of responsibility of Existing Lender) shall apply mutatis mutandis in this Clause 2.3 in relation to an Accordion Increase Lender as if references in that Clause to: (A) an Existing Lender were references to all the Lenders immediately prior to the relevant increase; (B) the New Lender were references to that Accordion Increase Lender; and (C) a re-transfer and re-assignment were references to respectively a transfer and assignment.

Accordion Increase. (a) Subject Notwithstanding anything to the contrary contained in this Clause 2.2Agreement, the Borrower Seller (or the Master Servicer on its behalf) may request from time to time an increase in the Total Commitments Aggregate Commitment (each, an "“Accordion Increase"”) in an aggregate amount which when aggregated with the amount of all other Accordion Increases made under this Clause 2.2 does not exceed $1,750,000,000 300,000,000 (the "“Additional Commitments"”); provided that, the Total Commitments shall not exceed $3,500,000,000 after any Accordian Increase. (b) The Borrower Subject to and in accordance with Section 2.21(a), the Seller (or the Master Servicer on its behalf) may invite: invite (i) any one or more Lenders Committed Purchasers to provide Additional Commitments in such amount as may be agreed by the Borrower Seller and such Lender Committed Purchaser (each such Lender Committed Purchaser that is invited to and wishes to provide such Additional Commitments, an "“Accordion Lender"); and/or Committed Purchaser,”) and/or (ii) in consultation with the Administrative Agent, any one or more bank or financial institution, trust, fund banks or other entity which entities that have a short-term debt rating of at least A-1 by S&P and P-1 by ▇▇▇▇▇’▇ (unless agreed by the Administrative Agent that such minimum rating is regularly engaged in or established for the purpose of making loans, securities or other financial assets and which is acceptable to the Agent (acting reasonablynot applicable) (each each, a "“New Accordion Lender"Committed Purchaser”) to provide Additional Commitments in such amount amounts as may be agreed by the Borrower Seller and such New Accordion Lender, provided that, the increase in the Total Commitments following the proposed Accordion Increase does not exceed the limit set out in paragraph (a) aboveCommitted Purchaser. (c) For the avoidance of doubt doubt, no Lender Committed Purchaser shall (unless otherwise agreed by that ▇▇▇▇▇▇Committed Purchaser) be obliged to provide any Additional Commitment. (d) The Borrower Seller shall, promptly following agreement with the Accordion Lenders Committed Purchasers and New Accordion Lenders Committed Purchasers and in any event not later than 45 forty-five (45) Business Days (or such other period as the Administrative Agent after consultation with the Accordion Committed Purchasers and New Accordion Committed Purchasers, as applicable, and the Borrower Seller (or the Master Servicer on its behalf) may agree) prior to the proposed date of the Accordion Increase, deliver to the Administrative Agent a notice (an "“Accordion Request"”) signed by a Responsible Officer of the Borrower Seller (or the Master Servicer on its behalf) which shall specify: : (i) the aggregate amount of the proposed Additional Commitments; , (ii) the proposed date of the Accordion Increase which shall be a Settlement Date (the “Accordion Increase Date”), (iii) the identity of, and the amount of the proposed Additional Commitment of, each Accordion Lender Committed Purchaser and each New Accordion Lender Committed Purchaser that wishes to provide an Additional Commitment; (iii) the proposed Accordion Increase Date which shall be a Business Day within the Availability Period Commitment and shall be the last date of the Interest Period of each Loan then outstanding; and (iv) the any fees relating to the proposed Additional Commitments. (e) Accordion Increase. Following the receipt by the Administrative Agent of an the Accordion Request, it the Administrative Agent shall promptly forward a copy to each Lender Purchaser Agent for information informational purposes. (fe) An Accordion Increase will only become effective if, on the date of the Accordion Request and the proposed Accordion Increase Date, the Facility Termination Date has not occurred and no Default is continuing event exists or would result from the proposed Accordion IncreaseIncrease that constitutes a Facility Event or Portfolio Event. (if) Subject to the conditions set out in this Clause 2.2Section 2.21 (Accordion Increase), an Accordion Increase will become effective in accordance with paragraph (hg) below when the Administrative Agent executes an otherwise duly completed Accordion Increase Certificate delivered to it by the Borrower Seller (or the Master Servicer on its behalf) and the Additional Commitment LendersPurchasers, if applicable, and any New Accordion Committed Purchaser and the Conduit Purchasers and Purchaser Agent in its new Purchaser Group shall have executed a Joinder Agreement in accordance with Section 11.3(i) (New Purchaser Groups). The Administrative Agent shall, subject to sub-paragraph (ii) below, shall as soon as reasonably practicable after receipt by it of a duly completed Accordion Increase Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that the Accordion Increase Certificate. (ii) . The Administrative Agent shall only be obliged to execute an Accordion Increase Certificate delivered to it by the Borrower Seller (or the Master Servicer on its behalf) and the Additional Commitment Lenders Purchasers once it is satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to each New Accordion LenderCommitted Purchaser. (hg) On the Accordion Increase Date: (i) , the amount of the Additional Commitment of each Additional Commitment Lender Purchaser will be as set out in the relevant column opposite its name in the Accordion Increase Certificate; (ii) each of . Notwithstanding any provision to the Obligors contrary in this Agreement, on and each Additional Commitment Lender shall assume obligations towards one another and acquire rights against one another as they would have acquired and assumed had each Additional Commitment Lender been an Original Lender with after any Accordion Increase Date, any Incremental Investment made by the rights and obligations acquired and assumed by it as a result of it providing its Additional Commitment; (iii) the Agent, the Arrangers, the New Accordion Lenders Conduit Purchasers and the other Lenders Committed Purchasers, and any Invested Amount repaid to the Conduit Purchasers and the Committed Purchasers, shall acquire be made or repaid on a non-pro rata basis until each Purchaser Group’s Invested Amount (after giving effect to such Incremental Investment) is the same rights and assume the same obligations between themselves percentage of such Purchaser Group’s Commitment as they would have acquired and assumed had the New Accordion Lenders been Original Lenders with the rights and obligations acquired and assumed by them as a result of their participation in the Additional Commitments; and (iv) each New Accordion Lender shall become a Party as a "Lender"every other Purchaser Group. (ih) The Borrower Seller shall promptly on demand pay the Administrative Agent and the Purchaser Agents the amount of all costs and expenses (including legal fees) reasonably incurred by it them in connection with any increase in Commitments under this Clause 2.2Section 2.21. (ji) Any amounts payable to the Lenders Purchasers by any Obligor Transaction Party on or before the Accordion Increase Date (including, without limitation, all interest, fees and commission payable up to (but excluding) the Accordion Increase Date) in respect of any period ending on or prior to the Accordion Increase Date shall be for the account amount of the Lenders Purchasers party to this Agreement prior to the Accordion Increase Date and no Additional Commitment Lender Purchaser shall have any interest in, or any rights in respect of, any such amount (save in respect of their Commitments up to (but excluding) the Accordion Increase Date). (kj) Each New Accordion LenderCommitted Purchaser, by executing the relevant Accordion Increase Certificate confirms, for the avoidance of doubt, that the Administrative Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders Purchasers in accordance with this Agreement on or prior to the date on which the Accordion Increase Certificate becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Original LendersPurchasers.

Accordion Increase. (a) Subject 2.1 The Borrower, Administrative Agent, and Accordion Lenders agree to this Clause 2.2, the Borrower may request an a $75,000,000.00 increase in the Total Commitments Facility Amount (an the "Accordion Increase") in an aggregate amount which when aggregated with effective on the amount of all other Accordion Increases made under this Clause 2.2 does not exceed $1,750,000,000 (the "Additional Commitments"); provided that, the Total Commitments shall not exceed $3,500,000,000 after any Accordian Increase. (b) The Borrower may invite: (i) any one or more Lenders to provide Additional Commitments in such amount as may be agreed by the Borrower and such Lender (each such Lender that is invited to and wishes to provide such Additional Commitments, an "Accordion Lender"); and/or (ii) any one or more bank or financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making loans, securities or other financial assets and which is acceptable to the Agent (acting reasonably) (each a "New Accordion Lender") to provide Additional Commitments in such amount as may be agreed by the Borrower and such New Accordion Lender, provided that, the increase in the Total Commitments following the proposed Accordion Increase does not exceed the limit set out in paragraph (a) above. (c) For the avoidance of doubt no Lender shall (unless otherwise agreed by that ▇▇▇▇▇▇) be obliged to provide any Additional Commitment. (d) The Borrower shall, promptly following agreement with the Accordion Lenders and New Accordion Lenders and in any event not later than 45 Business Days (or such other period as the Agent and the Borrower may agree) prior to the proposed date of this Agreement to be allocated as follows: JPMorgan Chase Bank, N.A. $25,000,000.00 $17,000,000.00 $8,000,000.00 U.S. Bank National Association $25,000,000.00 $17,000,000.00 $8,000,000.00 Comerica Bank $25,000,000.00 $17,000,000.00 $8,000,000.00 2.2 After giving effect to the Accordion Increase, deliver (a) each Lender's Commitment shall be as set forth in Exhibit A hereto, and (b) the Aggregate Revolving Commitment and Aggregate Term Loan Amount shall be as set forth in Exhibit A hereto. Schedule 2.01 of the Credit Agreement is hereby replaced with Exhibit A. 2.3 The Accordion Increase to the Agent a notice (an "Accordion Request") signed by a Responsible Officer of the Borrower which shall specify: (i) the aggregate amount of the proposed Additional Commitments; (ii) the identity of, and the amount of the proposed Additional Term Commitment of, each Accordion Lender and each New Accordion Lender that wishes to provide an Additional Commitment; (iii) the proposed Accordion Increase Date which as provided in Section 2.1 above shall be a Business Day within New Term Loan on the Availability Period same terms as the other Term Loans under the Credit Agreement. Provided that as of the New Term Loan Advance Date (defined below) there is no Default or Event of Default under any of the Loan Documents and the condition stated in Section 4.02(a) of the Credit Agreement is satisfied, the Accordion Lenders agree to make and shall be the last date make, without any action by Borrower other than delivery by Borrower to Administrative Agent of the Interest Period of each a Committed Loan then outstanding; and Notice (ivwhich Borrower agrees to provide two (2) the fees relating Business Days prior to the proposed Additional Commitments. New Term Loan Advance Date), such New Term Loan to the Borrower in Dollars on November 30, 2016 (ethe “New Term Loan Advance Date”) Following receipt by the Agent of in an amount equal to such Accordion Request, it shall promptly forward a copy to each Lender for information purposes. (f) An Accordion Increase will only become effective if, on the date Lender’s allocation of the Accordion Request Increase to Term Commitment set forth above; provided, however, that after giving effect to the borrowing of the such New Term Loan and any prepayments of any Loan on such date, the Total Outstandings, as of the New Term Loan Advance Date, shall not exceed the lesser of (A) the Facility Amount as of the New Term Loan Advance Date, and (B) the Borrowing Base then in effect less all Unsecured Debt other than the Obligations. 2.4 The Administrative Agent and the proposed Accordion Increase DateLenders, no Default is continuing or would result from as the proposed Accordion IncreaseRequired Lenders, hereby amend the Credit Agreement by deleting clause (B) in Section 2.14(a) of the Credit Agreement. (i) Subject to the conditions set out in this Clause 2.2, an Accordion Increase will become effective in accordance with paragraph (h) below when the Agent executes an otherwise duly completed Accordion Increase Certificate delivered to it by the Borrower and the Additional Commitment Lenders. The Agent shall, subject to sub-paragraph (ii) below, as soon as reasonably practicable after receipt by it of a duly completed Accordion Increase Certificate appearing on its face to comply with the terms of this 2.5 This Agreement and delivered in accordance with the terms of this Agreement, execute that Accordion Increase Certificate. (ii) The Agent shall only be obliged to execute an Accordion Increase Certificate delivered to it by the Borrower and the Additional Commitment Lenders once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to each New Accordion Lender. (h) On the Accordion Increase Date: (i) the amount constitute one of the Additional Commitment of each Additional Commitment Lender will be Loan Documents as set out that term is defined in the relevant column opposite its name in the Accordion Increase Certificate; (ii) each of the Obligors and each Additional Commitment Lender shall assume obligations towards one another and acquire rights against one another as they would have acquired and assumed had each Additional Commitment Lender been an Original Lender with the rights and obligations acquired and assumed by it as a result of it providing its Additional Commitment; (iii) the Agent, the Arrangers, the New Accordion Lenders and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Accordion Lenders been Original Lenders with the rights and obligations acquired and assumed by them as a result of their participation in the Additional Commitments; and (iv) each New Accordion Lender shall become a Party as a "Lender"Credit Agreement. (i) The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2. (j) Any amounts payable to the Lenders by any Obligor on or before the Accordion Increase Date (including, without limitation, all interest, fees and commission payable up to (but excluding) the Accordion Increase Date) in respect of any period ending on or prior to the Accordion Increase Date shall be for the account of the Lenders party to this Agreement prior to the Accordion Increase Date and no Additional Commitment 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) the Accordion Increase Date). (k) Each New Accordion Lender, by executing the relevant Accordion Increase Certificate confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Accordion Increase Certificate becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Original Lenders.

Accordion Increase. (a) Subject 2.1 The Borrower, Administrative Agent, and New Lender agree to this Clause 2.2, the Borrower may request an a $25,000,000.00 increase in the Total Commitments Facility Amount (an the "Accordion Increase") in an aggregate amount which when aggregated with effective on the amount of all other Accordion Increases made under this Clause 2.2 does not exceed $1,750,000,000 (the "Additional Commitments"); provided that, the Total Commitments shall not exceed $3,500,000,000 after any Accordian Increase. (b) The Borrower may invite: (i) any one or more Lenders to provide Additional Commitments in such amount as may be agreed by the Borrower and such Lender (each such Lender that is invited to and wishes to provide such Additional Commitments, an "Accordion Lender"); and/or (ii) any one or more bank or financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making loans, securities or other financial assets and which is acceptable to the Agent (acting reasonably) (each a "New Accordion Lender") to provide Additional Commitments in such amount as may be agreed by the Borrower and such New Accordion Lender, provided that, the increase in the Total Commitments following the proposed Accordion Increase does not exceed the limit set out in paragraph (a) above. (c) For the avoidance of doubt no Lender shall (unless otherwise agreed by that ▇▇▇▇▇▇) be obliged to provide any Additional Commitment. (d) The Borrower shall, promptly following agreement with the Accordion Lenders and New Accordion Lenders and in any event not later than 45 Business Days (or such other period as the Agent and the Borrower may agree) prior to the proposed date of this Agreement to be allocated as follows: The Huntington National Bank $25,000,000.00 $17,000,000.00 $8,000,000.00 2.2 After giving effect to the Accordion Increase, deliver (a) each Lender's Commitment shall be as set forth in Exhibit A hereto, and (b) the Aggregate Revolving Commitment and Aggregate Term Loan Amount shall be as set forth in Exhibit A hereto. Schedule 2.01 of the Credit Agreement is hereby replaced with Exhibit A. 2.3 The Accordion Increase to the Agent a notice (an "Accordion Request") signed by a Responsible Officer of the Borrower which shall specify: (i) the aggregate amount of the proposed Additional Commitments; (ii) the identity of, and the amount of the proposed Additional Term Commitment of, each Accordion Lender and each New Accordion Lender that wishes to provide an Additional Commitment; (iii) the proposed Accordion Increase Date which as provided in Section 2.1 above shall be a Business Day within New Term Loan on the Availability Period same terms as the other Term Loans under the Credit Agreement. Provided that as of the New Term Loan Advance Date (defined below) there is no Default or Event of Default under any of the Loan Documents and the condition stated in Section 4.02(a) of the Credit Agreement is satisfied, the New Lender agrees to make and shall be the last date make, without any action by Borrower other than delivery by Borrower to Administrative Agent of the Interest Period of each a Committed Loan then outstanding; and Notice (ivwhich Borrower agrees to provide two (2) the fees relating Business Days prior to the proposed Additional Commitments. New Term Loan Advance Date), such New Term Loan to the Borrower in Dollars on January 31, 2017 (ethe “New Term Loan Advance Date”) Following receipt by in an amount equal to the Agent of an Accordion Request, it shall promptly forward a copy to each Lender for information purposes. (f) An Accordion Increase will only become effective if, on the date New Lender’s allocation of the Accordion Request Increase to Term Commitment set forth above; provided, however, that after giving effect to the borrowing of the such New Term Loan and any prepayments of any Loan on such date, the proposed Accordion Increase Total Outstandings, as of the New Term Loan Advance Date, no Default is continuing or would result from shall not exceed the proposed Accordion Increaselesser of (A) the Facility Amount as of the New Term Loan Advance Date, and (B) the Borrowing Base then in effect less all Unsecured Debt other than the Obligations. (i) Subject to the conditions set out in this Clause 2.2, an Accordion Increase will become effective in accordance with paragraph (h) below when the Agent executes an otherwise duly completed Accordion Increase Certificate delivered to it by the Borrower and the Additional Commitment Lenders. The Agent shall, subject to sub-paragraph (ii) below, as soon as reasonably practicable after receipt by it of a duly completed Accordion Increase Certificate appearing on its face to comply with the terms of this 2.4 This Agreement and delivered in accordance with the terms of this Agreement, execute that Accordion Increase Certificate. (ii) The Agent shall only be obliged to execute an Accordion Increase Certificate delivered to it by the Borrower and the Additional Commitment Lenders once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to each New Accordion Lender. (h) On the Accordion Increase Date: (i) the amount constitute one of the Additional Commitment of each Additional Commitment Lender will be Loan Documents as set out that term is defined in the relevant column opposite its name in the Accordion Increase Certificate; (ii) each of the Obligors and each Additional Commitment Lender shall assume obligations towards one another and acquire rights against one another as they would have acquired and assumed had each Additional Commitment Lender been an Original Lender with the rights and obligations acquired and assumed by it as a result of it providing its Additional Commitment; (iii) the Agent, the Arrangers, the New Accordion Lenders and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Accordion Lenders been Original Lenders with the rights and obligations acquired and assumed by them as a result of their participation in the Additional Commitments; and (iv) each New Accordion Lender shall become a Party as a "Lender"Credit Agreement. (i) The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2. (j) Any amounts payable to the Lenders by any Obligor on or before the Accordion Increase Date (including, without limitation, all interest, fees and commission payable up to (but excluding) the Accordion Increase Date) in respect of any period ending on or prior to the Accordion Increase Date shall be for the account of the Lenders party to this Agreement prior to the Accordion Increase Date and no Additional Commitment 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) the Accordion Increase Date). (k) Each New Accordion Lender, by executing the relevant Accordion Increase Certificate confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Accordion Increase Certificate becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Original Lenders.

Accordion Increase. (a) Subject to this Clause 2.2, the Borrower may request an increase in the Total Commitments (an "“Accordion Increase"”) in an aggregate amount which when aggregated with the amount of all other Accordion Increases made under this Clause 2.2 does not exceed $1,750,000,000 250,000,000 (the "“Additional Commitments"”); provided that, the Total Commitments shall not exceed $3,500,000,000 after any Accordian Increase. (b) The Borrower may invite: (i) any one or more Lenders to provide Additional Commitments in such amount as may be agreed by the Borrower and such Lender (each such Lender that is invited to and wishes to provide such Additional Commitments, an "“Accordion Lender"”); and/or (ii) any one or more bank or financial institution, trust, fund or other entity which is regularly engaged in or established for the purpose of making loans, securities or other financial assets and which is acceptable to the Agent (acting reasonably) (each a "“New Accordion Lender"”) to provide Additional Commitments in such amount as may be agreed by the Borrower and such New Accordion Lender, provided that, in each case, the Additional Commitment which will be provided by each such Accordion Lender or New Accordion Lender following the proposed Accordion Increase does not exceed $57,000,000, and the increase in the Total Commitments following the proposed Accordion Increase does not exceed the limit set out in paragraph (a) above. (c) For the avoidance of doubt no Lender shall (unless otherwise agreed by that ▇▇▇▇▇▇Lender) be obliged to provide any Additional Commitment. (d) The Borrower shall, promptly following agreement with the Accordion Lenders and New Accordion Lenders and in any event not later than 45 Business Days (or such other period as the Agent and the Borrower may agree) prior to the proposed date of the Accordion Increase, deliver to the Agent a notice (an "“Accordion Request"”) signed by a Responsible Officer of the Borrower which shall specify: (i) the aggregate amount of the proposed Additional Commitments; (ii) the identity of, and the amount of the proposed Additional Commitment of, each Accordion Lender and each New Accordion Lender that wishes to provide an Additional Commitment; (iii) the proposed Accordion Increase Date which shall be a Business Day within the Availability Period and shall be the last date of the Interest Period of each Loan then outstanding; and (iv) the fees relating to the proposed Additional Commitments. (e) Following receipt by the Agent of an Accordion Request, it shall promptly forward a copy to each Lender for information purposes. (f) An Accordion Increase will only become effective if, on the date of the Accordion Request and the proposed Accordion Increase Date, no Default is continuing or would result from the proposed Accordion Increase. (i) Subject to the conditions set out in this Clause 2.2, 2.2 an Accordion Increase will become effective in accordance with paragraph (h) below when the Agent executes an otherwise duly completed Accordion Increase Certificate delivered to it by the Borrower and the Additional Commitment Lenders. The Agent shall, subject to sub-paragraph (ii) below, as soon as reasonably practicable after receipt by it of a duly completed Accordion Increase Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Accordion Increase Certificate. (ii) The Agent shall only be obliged to execute an Accordion Increase Certificate delivered to it by the Borrower and the Additional Commitment Lenders once it is satisfied it has complied with all necessary "“know your customer" ” or other similar checks under all applicable laws and regulations in relation to each New Accordion Lender. (h) On the Accordion Increase Date: (i) the amount of the Additional Commitment of each Additional Commitment Lender will be as set out in the relevant column opposite its name in the Accordion Increase Certificate; (ii) each of the Obligors and each Additional Commitment Lender shall assume obligations towards one another and acquire rights against one another as they would have acquired and assumed had each Additional Commitment Lender been an Original Lender with the rights and obligations acquired and assumed by it as a result of it providing its Additional Commitment; (iii) the Agent, the Arrangers, the New Accordion Lenders and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Accordion Lenders been Original Lenders with the rights and obligations acquired and assumed by them as a result of their participation in the Additional Commitments; and (iv) each New Accordion Lender shall become a Party as a "“Lender"”. (i) The Borrower shall promptly on demand pay the Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2. (j) Any amounts payable to the Lenders by any Obligor on or before the Accordion Increase Date (including, without limitation, all interest, fees and commission payable up to (but excluding) the Accordion Increase Date) in respect of any period ending on or prior to the Accordion Increase Date shall be for the account of the Lenders party to this Agreement prior to the Accordion Increase Date and no Additional Commitment 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) the Accordion Increase Date). (k) Each New Accordion Lender, by executing the relevant Accordion Increase Certificate confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Accordion Increase Certificate becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Original Lenders.