Common use of Accordion Facility Clause in Contracts

Accordion Facility. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency. (i) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Date, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the applicable Borrowers’ expense, to each such Additional Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Accordion Facility Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitments.

Accordion Facility. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency. (i) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Date, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the applicable Borrowers’ expense, to each such Additional Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Accordion Facility Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitments.

Accordion Facility. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the rightThe Company may, at any time and from time during the Availability Period, notify the Agent that it proposes to time after obtain further commitments in respect of the Closing DateFacility by delivering a written notice to the Agent to that effect (an “Accordion Facility Proposal Notice”). The Company may not deliver an Accordion Facility Proposal Notice if it has established any Accordion Commitments, to request in accordance with paragraph (i) below, on any three previous occasions. (b) Each notice referred to in paragraph (a) above must confirm: (i) the proposed amount of additional commitments requested to be made available (such amount being the “Proposed Accordion Facility Amount”) which, when aggregated with any Accordion Commitments previously made available (except to the extent cancelled prior to such date), must be no greater than the Accordion Maximum Amount; and (ii) that no Event of Default is continuing or would result from the utilisation of the Proposed Accordion Facility Amount. (c) The Company shall first offer to the Lenders at that time an increase opportunity to participate in the Proposed Accordion Facility Amount on a pro rata basis to their participation in the Facility as at the date of delivery of the Accordion Facility Proposal Notice. Accordingly, the Agent shall promptly, following receipt of an Accordion Facility Proposal Notice notify each of the Lenders of: (i) the Company’s request under the Accordion Facility Proposal Notice; (ii) the amount of the Proposed Accordion Facility Amount; and (iii) each Lender’s potential pro rata share of the Proposed Accordion Facility Amount. (d) Within 15 Business Days of the Agent’s receipt of an Accordion Facility Proposal Notice in accordance with paragraph (c) above, each Lender shall notify the Agent: (i) of its decision, in its sole discretion, to accept or decline to participate in the Proposed Accordion Facility Amount in the amount notified to it by the Agent as its pro rata share of the Proposed Accordion Facility Amount or in a lesser amount; and (ii) whether it is, in principle (but subject to, among other things, credit approval) prepared to lend more than its pro rata share of the Proposed Accordion Facility Amount in circumstances where one or more of the other existing Lenders at that time either elects not to participate in, or is unable to provide the full amount of its pro rata share of the Proposed Accordion Facility Amount. (e) The Agent shall promptly notify the Company of each such decision and such part of the Proposed Accordion Facility Amount that each Lender has agreed to provide. For the avoidance of doubt, no Lender shall be under any obligation to commit to or agree to participate in the Proposed Accordion Facility Amount and the Company shall be entitled to discuss directly with each Lender its participation (including the amount thereof) in the Proposed Accordion Facility Amount provided that the terms of this Clause 2.5 are followed in respect of establishing any Accordion Commitments. (f) If, by 5.00pm on the 15th Business Day following the Agent’s receipt of an Accordion Facility Proposal Notice, any of the Lenders has declined to participate in the Proposed Accordion Facility Amount or has offered to participate in an amount which is less than its pro rata share of the Proposed Accordion Facility Amount then the difference between the Proposed Accordion Facility Amount and the aggregate of the then outstanding Commitments amounts offered to be provided by each Lender (but in the case of any Lender only up to its pro rata share of the Proposed Accordion Facility Amount) shall be offered to the Lenders who have indicated that they are, in principle, prepared to lend more than their respective pro rata shares of the Proposed Accordion Facility Amount (under sub-paragraph (d)(ii) above). (g) If, by 5.00pm on the 5th Business Day following an offer under paragraph (f) above, the Lenders have not, in principle, committed to provide the Proposed Accordion Facility Amount in full, the Company shall be entitled to offer to such other banks or financial institutions or to trusts, funds or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or investing in loans, securities or other financial assets (each a “Potential Accordion Revolving CommitmentsIncrease Lender”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount each of any Accordion Term Loans or Accordion Revolving Commitments which shall not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount member of the increase in Group or Shareholder Affiliate) an opportunity to provide that part of the total Commitments or total Proposed Accordion Term Loans, as applicable, requested Facility Amount not offered to be provided by the Borrowers and not accepted by the existing Lenders (each an “provided that no Potential Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Increase Lender shall be obligated entitled to provide an a portion or whole of the Proposed Accordion Facility Increase as a result Amount which is greater than the largest Commitment of any such request by the Borrowers, and Lender at that time (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency. (i) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Date, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (whichincluding, for the avoidance of doubt, shall not require any adjustment amount agreed to be provided by a Lender under this Clause 2.5 in respect of that Proposed Accordion Facility Amount). For the avoidance of doubt, the Company may approach Potential Accordion Increase Lenders at any time but may only offer a Potential Accordion Increase Lender an opportunity to participate in the Proposed Accordion Facility Amount in accordance with the terms of this paragraph (g). (h) Following each of the Company and the Agent (each acting reasonably) being satisfied as to the Applicable Margin identity of other Revolving Credit Loans each proposed Accordion Lender, the Company shall deliver to the Agent, a notice (an “Accordion Commitment Notice”) in the form set out in Schedule 13 (Accordion Commitment Notice) signed by the Company. Each Accordion Lender shall confirm its agreement to providing all or part of the Proposed Accordion Facility Amount as agreed by countersigning the Accordion Commitment Notice pursuant to clause the terms of which it agrees to (i) commit to its share of the Proposed Accordion Facility Amount and (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3extent it is not already a Lender) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities to become a Lender and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may beParty to this Agreement. (ci) No Accordion Facility Increase shall become effective unless and until each The establishment of the following conditions have been satisfiedAccordion Commitments (and therefore an increase in the Total Commitments) will only be effective on: (i) The Borrowersthe execution by the Company and the Agent (and the countersignature by each Accordion Lender) of an Accordion Commitment Notice, which those parties shall execute as soon as reasonably practicable, but in any event, within 3 Business Days of it being provided by the Agent; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Administrative performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the provision of the Commitments by that Accordion Lender, the completion of which the Agent shall promptly notify to the Company and the relevant Accordion Lender, and the Accordion Commitments will be established on the later of (A) the date of completion of the steps under sub-paragraphs (i) and (ii) above and (B) the date specified as the date of establishment in the Accordion Commitment Notice duly signed by all the relevant parties. (j) If any Accordion Lender has not executed an Accordion Commitment Notice within 3 Business Days of it being provided to it by the Agent, and the Company may offer the relevant amount of the Proposed Accordion Facility Amount not so committed to any Additional Lender shall have executed and delivered or any other party (in accordance with paragraph (g) above). Notwithstanding any other provision in this Clause 2.5, the Company may (in its sole discretion) establish Accordion Commitments totalling less than the Proposed Accordion Facility Amount. (k) As a joinder to result of the Loan Documents increase under paragraph (“Joinder Agreement”i) above: (i) the Total Commitments will be increased by the amount set out in substantially the form of Exhibit L heretorelevant Accordion Commitment Notice; (ii) The Borrowers shall have paid such fees and other compensation any Accordion Lender which was not a Lender immediately prior to the Additional Lenders relevant increase, shall become a Party as a “Lender”, and: (A) each such Lender and to the Administrative Agent each Obligor shall assume obligations towards one another and/or acquire rights against one another as the applicable Borrowers, Obligors and the Administrative Agent relevant Lender would have assumed and/or acquired had the relevant Lender been an Original Lender; and (B) each such Lender and such Additional Lenders each other Finance Party shall agreeassume obligations towards one another and acquire rights against one another as that Lender and those Finance Parties would have assumed and/or acquired had that Lender been an Original Lender; (iii) The applicable Borrowers the Commitments of the other Lenders that are not providing part of Proposed Accordion Facility Amount shall deliver to the Administrative Agent continue in full force and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent and dated such dateeffect; (iv) A Revolving Credit Note Clause 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.5 in relation to an Accordion Lender as if references in that Clause to: (A) an “Existing Lender” were references to all the Lenders immediately prior to the extent requestedrelevant increase; (B) will the “New Lender” were references to a “Potential Accordion Increase Lender”; and (C) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”. (l) The Agent shall notify the Company and the Lenders of any new Accordion Commitments (and therefore any increase in the Total Commitments) promptly after the establishment of the Accordion Commitments pursuant to paragraph (i) above. (m) Subject to paragraph (o) below, the Accordion Commitments of each Lender so established under this Clause 2.5 shall be issued at made available under, and on identical terms to, the applicable Borrowers’ expense, Facility. (n) The Company and the Agent agree to each make such Additional Lender, amendments to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent this Agreement as are necessary to reflect the new Commitment of each Additional Lender;increase in the Total Commitments. (vo) The Parent Borrower shall deliver a certificate certifying that arrangement and underwriting fees (Aor other upfront fee as applicable) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of relating to the Accordion Facility Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, will be set out in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased separate Fee Letter entered into by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect Company and the revised Commitments and Commitment Percentages of the relevant Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitmentsor other banks or financial institutions.

Accordion Facility. Subject to the terms and conditions set forth herein below, the Borrower shall have a right at any time to increase the aggregate amount of the Commitment (the “Accordion Increase”) in an amount acceptable to the Administrative Agent in its commercially reasonable discretion; provided, however, that the aggregate amount of the Accordion Increase shall not result in the aggregate amount of the Commitment to exceed $730,000,000. The following additional terms and conditions shall apply to the Accordion Increase: (a) So long the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral; (b) the Borrower shall execute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by the Administrative Agent to consummate the Accordion Increase; (c) unless otherwise provided by the Administrative Agent, the Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Loan; all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance reasonably acceptable to the Administrative Agent and the Borrower; (d) the Borrower shall have delivered all due diligence materials and other deliverables reasonably requested by the Administrative Agent; (e) no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall occurred that has not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing been waived by Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal pursuant to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders terms hereof; (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (if) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency. (i) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent shall have received from the Borrower updated financial statements and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors projections and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Datea certificate, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel Agent, demonstrating that, after giving effect to the applicable Borrowers reasonably satisfactory Accordion Increase on a pro forma basis, the Borrower will be in compliance with all f inancial covenants set forth herein; (g) the Accordion Increase shall be subject to the ability of the Administrative Agent and dated such date; (iv) A Revolving Credit Note (to syndicate the extent requested) will be issued at Accordion Increase and/or encourage the applicable Borrowers’ expense, to each such Additional Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modificationLender(s) to the extent necessary to reflect the new Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Accordion Facility Closing Dateincrease their Commitment(s), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the using Administrative Agent’s reasonable efforts in light of then-current market conditions; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitments.

Accordion Facility. (a) So long as no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the rightThe Company may, at any time and from time during the Availability Period, notify the Agent that it proposes to time after obtain further commitments in respect of the Closing DateFacility by delivering a written notice to the Agent to that effect (an “Accordion Facility Proposal Notice”). The Company may not deliver an Accordion Facility Proposal Notice if it has established any Accordion Commitments, to request in accordance with paragraph (i) below, on any three previous occasions. (b) Each notice referred to in paragraph (a) above must confirm: (i) the proposed amount of additional commitments requested to be made available (such amount being the “Proposed Accordion Facility Amount”) which, when aggregated with any Accordion Commitments previously made available (except to the extent cancelled prior to such date), must be no greater than the Accordion Maximum Amount; and (ii) that no Event of Default is continuing or would result from the utilisation of the Proposed Accordion Facility Amount. (c) The Company shall first offer to the Lenders at that time an increase opportunity to participate in the Proposed Accordion Facility Amount on a pro rata basis to their participation in the Facility as at the date of delivery of the Accordion Facility Proposal Notice. Accordingly, the Agent shall promptly, following receipt of an Accordion Facility Proposal Notice notify each of the Lenders of: (i) the Company’s request under the Accordion Facility Proposal Notice; (ii) the amount of the Proposed Accordion Facility Amount; and (iii) each Lender’s potential pro rata share of the Proposed Accordion Facility Amount. (d) Within 15 Business Days of the Agent’s receipt of an Accordion Facility Proposal Notice in accordance with paragraph (c) above, each Lender shall notify the Agent: (i) of its decision, in its sole discretion, to accept or decline to participate in the Proposed Accordion Facility Amount in the amount notified to it by the Agent as its pro rata share of the Proposed Accordion Facility Amount or in a lesser amount; and (ii) whether it is, in principle (but subject to, among other things, credit approval) prepared to lend more than its pro rata share of the Proposed Accordion Facility Amount in circumstances where one or more of the other existing Lenders at that time either elects not to participate in, or is unable to provide the full amount of its pro rata share of the Proposed Accordion Facility Amount. (e) The Agent shall promptly notify the Company of each such decision and such part of the Proposed Accordion Facility Amount that each Lender has agreed to provide. For the avoidance of doubt, no Lender shall be under any obligation to commit to or agree to participate in the Proposed Accordion Facility Amount and the Company shall be entitled to discuss directly with each Lender its participation (including the amount thereof) in the Proposed Accordion Facility Amount provided that the terms of this Clause 2.5 are followed in respect of establishing any Accordion Commitments. (f) If, by 5.00pm on the 15th Business Day following the Agent’s receipt of an Accordion Facility Proposal Notice, any of the Lenders has declined to participate in the Proposed Accordion Facility Amount or has offered to participate in an amount which is less than its pro rata share of the Proposed Accordion Facility Amount then the difference between the Proposed Accordion Facility Amount and the aggregate of the then outstanding Commitments amounts offered to be provided by each Lender (but in the case of any Lender only up to its pro rata share of the Proposed Accordion Facility Amount) shall be offered to the Lenders who have indicated that they are, in principle, prepared to lend more than their respective pro rata shares of the Proposed Accordion Facility Amount (under sub- paragraph (d)(ii) above). (g) If, by 5.00pm on the 5th Business Day following an offer under paragraph (f) above, the Lenders have not, in principle, committed to provide the Proposed Accordion Facility Amount in full, the Company shall be entitled to offer to such other banks or financial institutions or to trusts, funds or other entities which are regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets or investing in loans, securities or other financial assets (each a “Potential Accordion Revolving CommitmentsIncrease Lender”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount each of any Accordion Term Loans or Accordion Revolving Commitments which shall not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount member of the increase in Group or Shareholder Affiliate) an opportunity to provide that part of the total Commitments or total Proposed Accordion Term Loans, as applicable, requested Facility Amount not offered to be provided by the Borrowers and not accepted by the existing Lenders (each an “provided that no Potential Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Increase Lender shall be obligated entitled to provide an a portion or whole of the Proposed Accordion Facility Increase as a result Amount which is greater than the largest Commitment of any such request by the Borrowers, and Lender at that time (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency. (i) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Date, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (whichincluding, for the avoidance of doubt, shall not require any adjustment amount agreed to be provided by a Lender under this Clause 2.5 in respect of that Proposed Accordion Facility Amount). For the avoidance of doubt, the Company may approach Potential Accordion Increase Lenders at any time but may only offer a Potential Accordion Increase Lender an opportunity to participate in the Proposed Accordion Facility Amount in accordance with the terms of this paragraph (g). (h) Following each of the Company and the Agent (each acting reasonably) being satisfied as to the Applicable Margin identity of other Revolving Credit Loans each proposed Accordion Lender, the Company shall deliver to the Agent, a notice (an “Accordion Commitment Notice”) in the form set out in Schedule 13 (Accordion Commitment Notice) signed by the Company. Each Accordion Lender shall confirm its agreement to providing all or part of the Proposed Accordion Facility Amount as agreed by countersigning the Accordion Commitment Notice pursuant to clause the terms of which it agrees to (i) commit to its share of the Proposed Accordion Facility Amount and (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3extent it is not already a Lender) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities to become a Lender and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may beParty to this Agreement. (ci) No Accordion Facility Increase shall become effective unless and until each The establishment of the following conditions have been satisfiedAccordion Commitments (and therefore an increase in the Total Commitments) will only be effective on: (i) The Borrowersthe execution by the Company and the Agent (and the countersignature by each Accordion Lender) of an Accordion Commitment Notice, which those parties shall execute as soon as reasonably practicable, but in any event, within 3 Business Days of it being provided by the Agent; and (ii) in relation to an Accordion Lender which is not a Lender immediately prior to the relevant increase, the Administrative performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the provision of the Commitments by that Accordion Lender, the completion of which the Agent shall promptly notify to the Company and the relevant Accordion Lender, and the Accordion Commitments will be established on the later of (A) the date of completion of the steps under sub-paragraphs (i) and (ii) above and (B) the date specified as the date of establishment in the Accordion Commitment Notice duly signed by all the relevant parties. (j) If any Accordion Lender has not executed an Accordion Commitment Notice within 3 Business Days of it being provided to it by the Agent, and the Company may offer the relevant amount of the Proposed Accordion Facility Amount not so committed to any Additional Lender shall have executed and delivered or any other party (in accordance with paragraph (g) above). Notwithstanding any other provision in this Clause 2.5, the Company may (in its sole discretion) establish Accordion Commitments totalling less than the Proposed Accordion Facility Amount. (k) As a joinder to result of the Loan Documents increase under paragraph (“Joinder Agreement”i) above: (i) the Total Commitments will be increased by the amount set out in substantially the form of Exhibit L heretorelevant Accordion Commitment Notice; (ii) The Borrowers shall have paid such fees and other compensation any Accordion Lender which was not a Lender immediately prior to the Additional Lenders relevant increase, shall become a Party as a “Lender”, and: (A) each such Lender and to the Administrative Agent each Obligor shall assume obligations towards one another and/or acquire rights against one another as the applicable Borrowers, Obligors and the Administrative Agent relevant Lender would have assumed and/or acquired had the relevant Lender been an Original Lender; and (B) each such Lender and such Additional Lenders each other Finance Party shall agreeassume obligations towards one another and acquire rights against one another as that Lender and those Finance Parties would have assumed and/or acquired had that Lender been an Original Lender; (iii) The applicable Borrowers the Commitments of the other Lenders that are not providing part of Proposed Accordion Facility Amount shall deliver to the Administrative Agent continue in full force and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent and dated such dateeffect; (iv) A Revolving Credit Note Clause 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.5 in relation to an Accordion Lender as if references in that Clause to: (A) an “Existing Lender” were references to all the Lenders immediately prior to the extent requestedrelevant increase; (B) will the “New Lender” were references to a “Potential Accordion Increase Lender”; and (C) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”. (l) The Agent shall notify the Company and the Lenders of any new Accordion Commitments (and therefore any increase in the Total Commitments) promptly after the establishment of the Accordion Commitments pursuant to paragraph (i) above. (m) Subject to paragraph (o) below, the Accordion Commitments of each Lender so established under this Clause 2.5 shall be issued at made available under, and on identical terms to, the applicable Borrowers’ expense, Facility. (n) The Company and the Agent agree to each make such Additional Lender, amendments to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent this Agreement as are necessary to reflect the new Commitment of each Additional Lender;increase in the Total Commitments. (vo) The Parent Borrower shall deliver a certificate certifying that arrangement and underwriting fees (Aor other upfront fee as applicable) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of relating to the Accordion Facility Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, will be set out in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased separate Fee Letter entered into by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect Company and the revised Commitments and Commitment Percentages of the relevant Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitmentsor other banks or financial institutions.

Accordion Facility. Subject to the terms and conditions of this Agreement (a) So long as no Default including, without limitation, all of the conditions precedent to the making of Advances set forth herein), from the date hereof until the earlier of the Revolving Credit Expiration Date or Event the date on which this facility is otherwise terminated pursuant to the provisions of Default exists or would arise therefromSection 7, the Borrowers shall have the rightLender may, at any time in its sole and absolute discretion, from time to time after make Advances to the Closing DateBorrowers in an amount greater than the difference between the then-current Revolving Credit Amount and the then-current Revolving Credit Exposure (that portion of each such Advance that exceeds the then-current Revolving Credit Amount being hereinafter called a “Accordion Advance”); provided, however, that: (a) each Accordion Advance shall be for the purpose of supporting a Permitted Acquisition with respect to request which the information required by Section 2.3 hereunder has been provided to the Lender, (ib) an increase each Accordion Advance shall be in a minimum increment of $2,500,000, (c) requests for Accordion Advances may not be made more than two (2) times in any 365-day period, (d) the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any all Accordion Term Loans or Accordion Revolving Commitments Advances shall not exceed $10,000,000, and (e) in no event shall the Available Lender make a new Accordion Amount at such timeAdvance hereunder if an Event of Default shall have occurred and be continuing. Any such request Once an Accordion Advance has been made hereunder, it shall be first made to considered an Advance for all applicable existing Lenders on a pro rata basispurposes under this Agreement (including, without limitation the calculation of the Revolving Credit Exposure) and shall be repaid in accordance with the terms and conditions hereof. To Each time the extent that such existing Lenders decline to extend Commitments or term loansLender makes an Accordion Advance, the Parent Borrower may seek Revolving Credit Amount shall automatically and permanently increase to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase Revolving Credit Exposure (after giving effect to such Accordion Advance). The Revolving Credit Amount may not be reduced in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currencysame manner. (i) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Date, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the applicable Borrowers’ expense, to each such Additional Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Accordion Facility Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitments.

Accordion Facility. (a) So long as no Default or Event of Default exists or would arise therefromThe Tranche B-2 Lenders may, the Borrowers shall have the right, at any time and from time to time after during the Closing Date, to request (i) an increase Incremental Availability Period and without the consent of the aggregate Loan Parties, request the establishment of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans new commitments (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion FacilityIncremental Commitment” and each Lender extending Incremental Commitments, an “Incremental Lender”). Notwithstanding anything ) in an amount not to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall not exceed the Available Accordion then-Outstanding Amount at such time. Any of Tranche B-2 Loans as of the Incremental Loan Disbursement Date (or its MXP Equivalent) to make Incremental Loans; provided that such request shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal delivered to the amount of Administrative Agent not less than two (2) Business Days prior to the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that date on which such Incremental Loans are proposed to be disbursed. Each such notice shall specify (i) no Lender the date on which the Tranche B-2 Lenders propose that the new Incremental Loans shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, disbursed and (ii) the identity of each Incremental Lender who has agreed to make such Incremental Commitments. (b) No Lender shall have any Additional Lender which is not an existing Lender obligation to provide or arrange Incremental Commitments or Incremental Loans. (c) The disbursement of the Incremental Loans shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency. (i) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Date, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfiedprecedent: (i) The Borrowers, the Administrative Agent, and any Additional Lender a Loan Notice in respect of such Incremental Loans shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L heretobeen duly delivered; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowersissuance of an Incremental Note, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the applicable Borrowers’ expense, to each such Additional Incremental Lender, to be in conformity with the requirements of Subsection 2.1(d) (with appropriate modification) Section 2.09 to the extent necessary to reflect the new Commitment Incremental Loan of each Additional Incremental Lender; (viii) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Accordion Facility Closing Date, except to the extent that any Incremental Lender is not a party to this Agreement, such representations and warranties specifically refer to an earlier date, Incremental Lender shall have executed a joinder agreement substantially in which case they are true and correct as the form of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative AgentExhibit N; and (viiv) The applicable the Borrowers and Additional Lender Incremental Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoingIncremental Commitments and Incremental Loans. (d) The Loan Parties shall, upon notice from the Tranche B-2 Lenders of their intention to make the Incremental Loans, take any action necessary for the disbursement of the Incremental Loans to occur on the Incremental Loan Disbursement Date, including to promptly deliver the Loan Notice and Incremental Notes pursuant to Section 2.14(c)(i) and (iii) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent above. (e) The Incremental Loans and Incremental Commitments established pursuant to this Section 2.14 shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), constitute Loans and at such time (i) the Commitments under, and for shall be entitled to all purposes ofthe benefits afforded by, this Agreement shall and the other Loan Documents, and shall, without limiting the foregoing, be increased guaranteed by the aggregate amount of such Accordion Revolving CommitmentsGuarantors and benefit equally and ratably from the security interests created by the Security Documents. The Borrowers shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Security Documents continue to be perfected under the Uniform Commercial Code, Mexican, Colombian or Peruvian law (iias applicable) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, or otherwise after giving effect to the extent necessary to reflect establishment of any such Accordion Revolving Loans and Commitments.

Accordion Facility. Subject to the terms and conditions set forth herein below, the Borrower shall have a right at any time to increase the aggregate amount of the Commitment (the “Accordion Increase”) in an amount acceptable to the Administrative Agent in its commercially reasonable discretion; provided, however, that the aggregate amount of the Accordion Increase shall not result in the aggregate amount of the Commitment to exceed $785,000,000. The following additional terms and conditions shall apply to the Accordion Increase: (a) So long the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral; (b) the Borrower shall execute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by the Administrative Agent to consummate the Accordion Increase; (c) unless otherwise provided by the Administrative Agent, the Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Loan; all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance reasonably acceptable to the Administrative Agent and the Borrower; (d) the Borrower shall have delivered all due diligence materials and other deliverables reasonably requested by the Administrative Agent; (e) no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall occurred that has not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing been waived by Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal pursuant to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency.terms hereof; (if) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent shall have received from the Borrower updated financial statements and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors projections and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Datea certificate, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel Agent, demonstrating that, after giving effect to the applicable Borrowers reasonably Accordion Increase on a pro forma basis, the Borrower will be in compliance with all financial covenants set forth herein; (g) the Accordion Increase shall be subject to the ability of the Administrative Agent to syndicate the Accordion Increase and/or encourage the Lender(s) to increase their Commitment(s), using Administrative Agent’s reasonable efforts in light of then-current market conditions; (h) the Borrower shall have paid any fees owing to the lender(s) participating in the Accordion Increase; and (i) the Administrative Agent shall have received such other due diligence and credit committee approvals as it may require with results satisfactory to the Administrative Agent in its sole and dated such date; (iv) A Revolving Credit Note (to absolute discretion. Participation in the extent requested) will Accordion Increase shall be issued at the applicable Borrowers’ expense, offered first to each such Additional of the existing Lenders in an amount equal to each Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent necessary to reflect the new ’s Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as Percentage of the Accordion Facility Closing DateIncrease, except to the extent that but no such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered any obligation to provide all or any portion of the Accordion Increase. If the amount of the Accordion Increase requested by the Borrower shall exceed the Commitments which the existing Lenders are willing to provide with respect to the Accordion Increase, then the Administrative Agent may invite other banks or lending institutions acceptable to the Administrative Agent and the Borrower to join this Agreement as Lenders hereunder for the portion of such Accordion Increase not provided by the existing Lenders; provided, however, that such other instrumentsbanks, documents and or financial institutions shall enter into such joinder agreements to give effect thereto as the Administrative Agent or and the Co-Collateral Agent Borrower may reasonably have requested in order request. The Administrative Agent is authorized to effectuate enter into, on behalf of Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the documentation terms of the foregoingAccordion Increase in accordance with the terms hereof. SECTION 3 FEES, EXTENSIONS AND APPLICATIONS. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitments.

Accordion Facility. (a) So long as Borrower shall have the option at any time prior to the Commitment Termination Date to increase the Aggregate Revolving Commitment Amount by up to an additional Fifteen Million Dollars ($15,000,000.00) (the “Accordion Option”); provided that the Aggregate Revolving Commitment Amount shall not exceed Fifty-Five Million Dollars ($55,000,000.00). Any exercise of the Accordion Option must be in a minimum amount, and in increments, of One Million Dollars ($1,000,000). The Accordion Option shall be exercised by written notice by Borrower to the Administrative Agent of Borrower’s intent to exercise the Accordion Option (a “Notice of Exercise of Accordion”), which Notice of Exercise of Accordion shall include the amount by which Borrower desires to increase the Aggregate Revolving Commitment Amount (the “Commitment Increase”); provided that (a) no Default or Event of Default exists or would arise therefromhas occurred and is continuing at the time of such Commitment Increase, (b) Borrower shall be in pro forma compliance with the Borrowers Financial Covenants set forth in Article VI of this Agreement after giving effect to such Commitment Increase, (c) Administrative Agent shall have received a duly executed Accordion Increase to Revolving Credit Agreement in substantially the right, at any time and from time to time after the Closing Date, to request (i) an increase form of the aggregate of the then outstanding Commitments Exhibit I hereto (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion FacilityIncrease”). Notwithstanding anything , new or replacement Revolving Credit Notes and such other documentation as it deems reasonably necessary to contrary herein, effectuate such Commitment Increase and (d) the principal amount of any Accordion Term Loans or Accordion Revolving Commitments made pursuant to the Commitment Increase shall not exceed have a shorter maturity than all other Loans. (b) Subject to Borrower’s satisfaction of the Available Accordion Amount at such time. Any such request shall be first made conditions set forth in this Section 2.6, Administrative Agent, in its capacity as a Lender, is obligated to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion increase its Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to Commitment by the amount of the increase in the total Commitments or total Accordion Term LoansOption, as applicable, requested by the Borrowers provided that Administrative Agent’s Aggregate Revolving Loan Commitment shall not exceed Forty Million and not accepted by the existing Lenders No/100 Dollars (each an “Accordion Facility Increase,” and each Person extending, or $40,000,000.00). No other Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be is obligated to provide an increase its Revolving Commitment in connection with the Accordion Facility Increase as a result of Option or any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currencyCommitment Increase. (ic) Any Accordion Term Loans Within two (A2) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Date, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form Business Days after receipt of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance Notice of doubt, shall not require any adjustment to the Applicable Margin Exercise of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent BorrowerAccordion, the Administrative Agent and will notify Borrower of the Lenders providing Commitment Increase Applicable Margin. On the Last-Out Tranche so long as date on which a Commitment Increase becomes effective in accordance with this Section 2.6 (1) if the Last-Out Tranche availability exceeds $0each such date, any extension of credit under the Revolving Credit Facility thereafter requested an “Increase Closing Date”), Schedule 2.2 hereto shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first automatically amended to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loansreflect, as the case may be. , (cx) No Accordion Facility Increase shall become effective unless and until each the name, address, and, as the case may be, the Commitment of the following conditions have been satisfied: Lenders, (iy) The Borrowersthe Aggregate Revolving Commitment Amount, the Administrative Agentafter giving effect to any Commitment Increase, and any Additional Lender shall have executed and delivered a joinder to (z) the Loan Documents (“Joinder Agreement”) in substantially the form Pro Rata Share of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent and dated such date; (iv) A Revolving Credit Note (to the extent requested) will be issued at the applicable Borrowers’ expense, to each such Additional Lender, after giving effect to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to any Commitment Increase, based on the extent necessary to reflect the new Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Accordion Facility Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion increased Aggregate Revolving Commitment Effective Date”), Amount and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion each Lender’s Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving CommitmentsCommitment.

Accordion Facility. Subject to the terms and conditions set forth herein below, Borrowers shall have a right at any time to increase the amount of the Maximum Principal Amount (the “Accordion Increase”) in an amount acceptable to Agent in its sole and absolute discretion (and without the approval of any Lenders); provided, however, that the aggregate amount of the Accordion Increase shall not exceed Ten Million Dollars ($10,000,000). The following additional terms and conditions shall apply to the Accordion Increase: (a) So long the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral; (b) Borrowers shall execute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by Agent to consummate the Accordion Increase; (c) unless otherwise provided by Agent, the Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Loan; (d) all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance acceptable to Agent and Borrowers; (e) Borrowers shall have delivered all due diligence materials and other deliverables reasonably requested by Agent; (f) each of the closing conditions set forth in Article 5 shall have been satisfied; (g) no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall occurred that has not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing been waived by Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency. (i) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Date, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments.terms hereof; (iiih) The Accordion Facilities may be in the form of Agent shall have received from Borrowers updated financial statements and projections and a separate “first-incertificate, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel Agent, demonstrating that, after giving effect to the applicable Accordion Increase on a pro forma basis, Borrowers reasonably satisfactory to the Administrative Agent and dated such datewill be in compliance with all financial covenants set forth herein; (ivi) A Revolving Credit Note (the Accordion Increase shall be subject to the extent requested) will be issued at the applicable Borrowers’ expense, ability of Agent to each such Additional Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of syndicate the Accordion Facility Closing Date, except to the extent that such representations Increase as determined by Agent in its sole and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agentabsolute discretion; and (vij) The applicable Borrowers Agent shall have received such other due diligence and Additional credit committee approvals as it may require with results satisfactory to Agent in its sole and absolute discretion. Participation in the Accordion Increase shall be offered first to each of the existing Lenders in an amount equal to each Lender’s Commitment Percentage of the Accordion Increase, but no such Lender shall have delivered such other instrumentsany obligation to provide all or any portion of the Accordion Increase. If the amount of the Accordion Increase requested by Borrowers shall exceed the Commitments which the existing Lenders are willing to provide with respect to the Accordion Increase, documents and agreements as the Administrative Agent or the Co-Collateral then Agent may reasonably have requested in order invite other banks or lending institutions acceptable to effectuate Agent and Borrowers to join this Agreement as Lenders hereunder for the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness portion of such Accordion Facility Increase (with each date not provided by the existing Lenders; provided, however, that such other banks, or financial institutions shall enter into such joinder agreements to give effect thereto as Agent and Borrowers may reasonably request. Agent is authorized to enter into, on behalf of such effectiveness being referred Lenders, any amendment to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall or any other Credit Document as may be increased by necessary to incorporate the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages terms of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to Accordion Increase in accordance with the extent necessary to reflect any such Accordion Revolving Commitmentsterms hereof.

Accordion Facility. (a) So long as no Default or Event of Default exists or would arise therefromThe Borrower may, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval ofremaining requirements of this Clause 2.3, seek commitments for a single additional USD term loan note facility from the Administrative AgentRelevant Lenders on the same terms as Facility A, each Issuing Lender and provided that the Borrowers aggregate commitments for such facility will not exceed USD$10,000,000 (each any such approval not to be unreasonably withheldfacility, once committed, being the Accordion Facility). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency. (ib) Any Accordion Term Loans (A) shall Each Relevant Lender at such time must be guaranteed by given the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior accept an offer to provide the Accordion Facility Increase Effective Date, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (whichnoting, for the avoidance of doubt, shall not require that no Relevant Lender is obliged to participate (nor procure that any adjustment of its nominees participate) in any Accordion Facility). The Relevant Lenders will have 15 Business Days to accept or decline to provide such Accordion Facility. If the Relevant Lenders at such time, together, accept commitments in relation to the Applicable Margin of other Revolving Credit Loans pursuant to clause proposed Accordion Facility which, in aggregate, would exceed the Accordion Facility Commitments sought by the Borrower under its notice issued under paragraph (iic) above) among the Parent Borrower, the Administrative Agent below (and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranchewhich would otherwise comply with this Clause 2.3), the Accordion Term Loans andFacility will be allocated to such Relevant Lenders pro rata, in the proportion that that Relevant Lender’s existing Total Commitments in respect of all Facilities at such time (or in the Parent Borrower’s electioncase of a Relevant Lender that is a nominee of an Original Facility A Lender, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured that Original Facility A Lender), bears to the aggregate Total Commitments of all such accepting Relevant Lenders under all Facilities at such time (unless otherwise agreed between all accepting Relevant Lenders). To the extent that the Relevant Lenders do not provide sufficient commitments to provide the full amount of Accordion Facility Commitments requested by the Guarantee and Collateral Agreement and Borrower, the Borrower shall not be entitled to approach other third party financiers for any shortfall under the requested Accordion Facility. (yc) The Borrower may, by giving notice to the Original Facility A Lenders, request that the Relevant Lenders provide the Accordion Facility, provided that (unless all Lenders agree otherwise in writing): (i) the Last-Out Tranche, all proceeds from the liquidation Original Accordion Facility Lenders shall be any one or other realization more of the Collateral Relevant Lenders; (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3ii) no Borrower more than one Accordion Facility may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; be made available; (4iii) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies requested commitments in respect of the ABL Priority Collateral; and Accordion Facility shall not exceed an aggregate amount of USD10,000,000; (5iv) no changes affecting the priority status borrower in respect of the Revolving Credit Accordion Facility shall be the Borrower; (other than the Last-Out Tranchev) or the Accordion Term Loans vis-à-vis Facility is on the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, same terms as Facility A including as to Termination Date (other than in respect of the Last-Out Tranche, or Availability Period for that Accordion Facility and any conditions precedent to Utilisation of the Accordion Term Loans, as Facility (provided that such conditions precedent shall not be more favourable to the case may beAccordion Facility Lenders than the conditions precedent applicable to Facility A)); (vi) no Default or Review Event is subsisting or would result from the implementation and drawing in full of the Accordion Facility; (vii) Facility A has been fully drawn; and (viii) the Accordion Facility Effective Date must occur by no later than 30 days from (and including) Financial Close. (cd) No In order to establish the Accordion Facility Increase shall become effective unless and until each subject to the provisions of this Clause 2.3, the Borrower will deliver the following conditions have been satisfieddocuments duly completed and executed by the Borrower: (i) The Borrowers, the Administrative Agent, Accordion Facility Letter in respect of the Accordion Facility in sufficient counterparts to each Original Accordion Facility Lender and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L heretoeach other Lender; (ii) The Borrowers shall have paid such fees a Loan Note Deed Poll in respect of the Accordion Facility in sufficient counterparts to each Original Accordion Facility Lender and each other compensation Lender; and (iii) to the Additional Lenders extent that the Original Accordion Facility Lender is not already a Beneficiary of the Security Trust Deed, a Recognition Deed in sufficient counterparts to each Original Accordion Facility Lender and the Security Trustee with a copy thereof to each other Lender. (e) Subject to compliance with the terms of this Clause 2.3, on and from the later to occur of the date that the Accordion Facility Letter and a Recognition Deed (as applicable) are duly executed by each applicable Party (including the Security Trustee, as applicable) (the Accordion Facility Effective Date) and provided that no Default or Review Event is continuing or would result from the implementation and drawing in full of the Accordion Facility: (i) an Original Accordion Facility Lender is deemed to: (A) have become a Party to this Agreement as the “Accordion Facility Lender” and accordingly a “Lender” in respect of such Accordion Facility, and is entitled to the Administrative Agent benefits of each other Finance Document in its capacity as an Accordion Facility Lender (other than, for the avoidance of doubt, any Fee Letter in respect of which it is not a party); and (B) make available the applicable BorrowersAccordion Facility Commitment equal to the “Accordion Facility Commitment” set out opposite that Original Accordion Facility Lender’s name in the Accordion Facility Letter, and make available the Administrative Agent Accordion Facility, subject to the terms and such Additional Lenders conditions set out in the Accordion Facility Letter and this Agreement; (ii) the aggregate commitments under the Accordion Facility shall agreebe deemed to be the Total Accordion Facility Commitments; (iii) The applicable Borrowers shall deliver From and with effect from the Accordion Facility Effective Date and subject to the Administrative Agent terms and conditions of this Agreement and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent and dated such date;relevant Accordion Facility Letter: (iv) A Revolving Credit Note (to the extent requested) will be issued at the applicable Borrowers’ expense, to each such Additional Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations Accordion Facility Lenders will subscribe for Loan Notes in an aggregate principal amount equal to their respective Total Accordion Facility Commitments on the applicable Utilisation Date and warranties made by way of that subscription make available to the Parent Borrower and its Restricted Subsidiaries contained herein and a USD term loan note facility in an aggregate principal amount equal to the other Total Accordion Facility Commitments; (B) the Borrower irrevocably authorises the Accordion Facility Lender (or person nominated by them, as applicable) to date the Loan Documents are true and correct Note Deed Poll on the Utilisation Date in all material respects on and as respect of the Accordion Facility Closing Date, except and the Borrower will be taken to have delivered the extent that such representations and warranties specifically refer to an earlier date, Loan Note Deed Poll in which case they are true and correct as respect of such earlier date, (B) no Default has occurred and is continuing and the Accordion Facility forthwith; (C) each Accordion Lender will be deemed to have instructed the Parent Borrower would Security Trustee to enter the Loan Notes to be issued under paragraph (iii) above in compliance, the Register. That entry will constitute issue of the Loan Notes; (D) each Original Accordion Facility Lender will execute and deliver a Counterpart Signature Page and Xxxxxxx to the Warrant Registration Rights Agreement and become a party to the Warrant Registration Rights Agreement; and (E) Tritium DCFC shall issue to each Original Accordion Facility Lender the Warrants to be issued to the Original Accordion Facility Lenders in accordance with the Warrant Registration Rights Agreement and the Warrant Agreement (the “Accordion Warrants”) and shall deliver to each Original Accordion Facility Lender a certified copy of the Warrant Register evidencing the Accordion Warrants issued to that Original Accordion Facility Lender. (f) If the Total Accordion Facility Commitments are not utilised in full on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter Availability Period for the Accordion Facility, the whole of the Parent Borrower Available Facility for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required the Accordion Facility shall be automatically cancelled and the Total Accordion Facility Commitments shall be reduced rateably at such 00:01am (Brisbane time, as demonstrated to ) on the reasonable satisfaction day immediately after the last day of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoingAvailability Period. (dg) (i) In Each Obligor confirms and acknowledges that each Obligor’s obligations under the Finance Documents extend to and include any obligation to pay any amount under the Finance Documents, in each case resulting from the addition of any the Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender which arises as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages a result of the Lenders and procedure described in this Clause 2.3 (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving CommitmentsFacility).

Accordion Facility. Subject to the terms and conditions set forth herein below, the Borrower shall have a right at any time to increase the aggregate amount of the Commitment (the “Accordion Increase”) in an amount acceptable to the Administrative Agent in its commercially reasonable discretion; provided, however, that the aggregate amount of the Accordion Increase shall not result in the aggregate amount of the Commitment to exceed $500,000,000. The following additional terms and conditions shall apply to the Accordion Increase: (a) So long the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral; (b) the Borrower shall execute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by the Administrative Agent to consummate the Accordion Increase; (c) unless otherwise provided by the Administrative Agent, the Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Loan; (d) all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance reasonably acceptable to the Administrative Agent and the Borrower; (e) the Borrower shall have delivered all due diligence materials and other deliverables reasonably requested by the Administrative Agent; (f) no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall occurred that has not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing been waived by Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal pursuant to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency.terms hereof; (ig) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent shall have received from the Borrower updated financial statements and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors projections and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Datea certificate, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel Agent, demonstrating that, after giving effect to the applicable Borrowers reasonably Accordion Increase on a pro forma basis, the Borrower will be in compliance with all financial covenants set forth herein; (h) the Accordion Increase shall be subject to the ability of the Administrative Agent to syndicate the Accordion Increase and/or encourage the Lender(s) to increase their Commitment(s), using Administrative Agent’s reasonable efforts in light of then-current market conditions; (i) the Borrower shall have paid any fees owing to the lender(s) participating in the Accordion Increase; provided, however, any existing Lender participating in an Accordion Increase effective on or after March 31, 2017 with a Commitment to be decreased on March 31, 2017 in accordance with Schedule 1.1 of this Agreement (including any such existing Lender who participates by electing not to decrease its Commitment on such date) shall be entitled to a fee equal to 20 basis points on the portion of the Accordion Increase up to its Commitment as of June 30, 2016; and (j) the Administrative Agent shall have received such other due diligence and credit committee approvals as it may require with results satisfactory to the Administrative Agent in its sole and dated such date; (iv) A Revolving Credit Note (to absolute discretion. Participation in the extent requested) will Accordion Increase shall be issued at the applicable Borrowers’ expense, offered first to each such Additional of the existing Lenders in an amount equal to each Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent necessary to reflect the new ’s Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as Percentage of the Accordion Facility Closing DateIncrease, except to the extent that but no such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered any obligation to provide all or any portion of the Accordion Increase. If the amount of the Accordion Increase requested by the Borrower shall exceed the Commitments which the existing Lenders are willing to provide with respect to the Accordion Increase, then the Administrative Agent may invite other banks or lending institutions acceptable to the Administrative Agent and the Borrower to join this Agreement as Lenders hereunder for the portion of such Accordion Increase not provided by the existing Lenders; provided, however, that such other instrumentsbanks, documents and or financial institutions shall enter into such joinder agreements to give effect thereto as the Administrative Agent or and the Co-Collateral Agent Borrower may reasonably have requested in order request. The Administrative Agent is authorized to effectuate enter into, on behalf of Lenders, any amendment to this Agreement or any other Loan Document as may be necessary to incorporate the documentation terms of the foregoingAccordion Increase in accordance with the terms hereof. 2.2 The following definitions in Section 5.1 of the Credit Agreement (dDefinitions) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments amended and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitments.restated as follows:

Accordion Facility. Subject to the terms and conditions set forth herein below, the Borrower shall have a right at any time to increase the aggregate amount of the Commitment (the “Accordion Increase”) in an amount acceptable to the Administrative Agent in its commercially reasonable discretion; provided, however, that the aggregate amount of the Accordion Increase shall not result in the aggregate amount of the Commitment to exceed $685,000,000. The following additional terms and conditions shall apply to the Accordion Increase: (a) So long the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral; (b) the Borrower shall execute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by the Administrative Agent to consummate the Accordion Increase; (c) unless otherwise provided by the Administrative Agent, the Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Loan; all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance reasonably acceptable to the Administrative Agent and the Borrower; (d) the Borrower shall have delivered all due diligence materials and other deliverables reasonably requested by the Administrative Agent; (e) no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall occurred that has not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing been waived by Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal pursuant to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency.terms hereof; (if) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent shall have received from the Borrower updated financial statements and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors projections and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Datea certificate, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel Agent, demonstrating that, after giving effect to the applicable Borrowers reasonably satisfactory Accordion Increase on a pro forma basis, the Borrower will be in compliance with all financial covenants set forth herein; (g) the Accordion Increase shall be subject to the ability of the Administrative Agent and dated such dateto syndicate the Accordion Increase and/or encourage the Lender(s) to increase their Commitment(s), using Administrative Agent’s reasonable efforts in light of then-current market conditions; (ivh) A Revolving Credit Note (the Borrower shall have paid any fees owing to the extent requestedlender(s) will be issued at the applicable Borrowers’ expense, to each such Additional Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and participating in the other Loan Documents are true and correct in all material respects on and as of the Accordion Facility Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative AgentIncrease; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitments.

Accordion Facility. (a) So long as no Default or Event of Default exists or would arise therefromThe Parent may, the Borrowers shall have the right, at any time and from time to time after time, subject to the Closing Dateprovisions of this Clause 2.2, establish one or more Accordion Facilities (which shall be structured as a new, stand‑alone facility within this Agreement (which is not part of Facility B) or as an increase of a then existing Facility (other than Facility B)) by delivery to request the Agent of an Accordion Facility Notice. Such Accordion Facility Notice shall not be regarded as having been duly completed unless it is signed by each party thereto and specifies the following matters in respect of such Accordion Facility: (i) an increase the purpose of the aggregate proposed Accordion Facility, which shall be any of the then outstanding Commitments purposes permitted under paragraph (the “Accordion Revolving Commitments”c) after the Second Amendment Effective Date or of Clause 3.1 (Purpose); (ii) one the proposed Accordion Facility Commitment; (iii) the proposed (actual or more term loans anticipated) Accordion Facility Commitment Date; (iv) the “Borrower(s) under the Accordion Term Loans” and together Facility (which shall be the Original Borrower unless otherwise agreed with the Lender(s) in respect of that Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and Facility (each, an “Accordion FacilityLender”) and the BXC Lenders). Notwithstanding anything to contrary herein; (v) the Margin, any interest rate floor, the principal currency and the Termination Date for the Accordion Facility (which shall not fall prior to the Termination Date in relation to Facility B); (vi) the person(s) to become Accordion Lenders in respect of the Accordion Facility and the amount of the commitments of such Accordion Facility allocated to each Accordion Lender; and (vii) the Availability Period (including any agreed certain funds period) for the Accordion Facility and the notice period for delivery of a Utilisation Request for the purposes of Clause 5.1 (Delivery of a Utilisation Request). (b) The Parent may only establish an Accordion Facility if: (i) subject to Clause 1.9 (Calculation Adjustments), no Event of Default is continuing or would occur from the establishment or utilisation of that Accordion Facility (as determined (A) in respect of any Accordion Term Loans Facility to be established for a purpose described under paragraph (c)(i) of Clause 3.1 (Purpose), the proceeds of which are required to be provided on a “certain funds” basis, on the Accordion Facility Commitment Date and (B) in respect of any other purpose, on the Accordion Facility Commitment Date and on the Utilisation Date in respect of such Accordion Facility); and (ii) the amount of such Accordion Facility, when aggregated with the aggregate amount of all other Accordion Facility Commitments and Incremental Equivalent Debt commitments in force and outstanding (whether drawn or undrawn) at the same time such Accordion Revolving Facility Commitments are committed, shall not exceed the Available Accordion Amount at such time. Any such request Amount; (iii) that Accordion Facility shall not have any scheduled amortising repayments prior to the Termination Date for Facility B and the final repayment date for that Accordion Facility shall be first made to all applicable existing Lenders no earlier than the Termination Date for Facility B; (iv) that Accordion Facility shall not provide for any voluntary or mandatory prepayments other than in accordance with Clause 8 (Illegality, Voluntary Prepayment and Cancellation) and Clause 9 (Mandatory Prepayment and Cancellation); (v) that Accordion Facility shall rank pari‑passu with Facility B and shall not benefit from any guarantee or Security which does not also benefit the Facility B Lender; (vi) that Accordion Facility does not contain any more onerous conditions on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal the Group (including, without limitation, any additional financial maintenance covenant) than the existing Facilities prior to the amount establishment of such Accordion Facility, and the terms of such Accordion Facility are as set out in the applicable Accordion Facility Notice as required by paragraph (a) above (or, in the case of the increase matters specified in paragraphs (c)(i) and (c)(ii) below which are not included in such Accordion Facility Notice, in a separate fee letter) and otherwise are the same as or consistent with the terms (including in respect of call protection and prepayment fees) of this Agreement or, in each case, are otherwise introduced into this Agreement pursuant to and in accordance with paragraph (f) below; and 62 (vii) no Accordion Lender is a member of the Group. (c) Any Accordion Facility shall be made available on the terms and conditions that the Accordion Lenders may agree with the Parent as set out in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (i) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the BorrowersNotice, and (iiif applicable) any Additional Lender which is not an existing Lender shall be subject as agreed pursuant to the approval ofparagraphs (b)(v) above and (f) below, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency.provided that: (i) Any the yield on an MFN Accordion Term Loans Facility will be no more than [***]% per annum (Acalculated on a fully drawn basis) above the yield applicable to Facility B on the Closing Date unless the Parent offers to increase the Margin on Facility B so that the yield on such MFN Accordion Facility would not exceed the yield applicable to Facility B as at the Closing Date ((assuming such increase was made on the Closing Date) by more than [***]% per annum; and yield shall be calculated as the weighted average cost of all economics, including without limitation, Margin, interest rate, any interest rate floor, call premia/fees, warrants, arrangement fees, upfront fees, OID and any other return of any nature (with such OID, arrangement and other upfront fees being equated to interest based on an assumed three year life to maturity)); (ii) subject to paragraph (i) above, the commitment fee, any arrangement fee, OID and other upfront fees payable to the Accordion Lenders (as the case may be) shall be guaranteed that agreed between the Parent and the relevant Accordion Lenders; and (iii) the Accordion Facility shall be repayable on the Termination Date for that Accordion Facility. (d) Without prejudice to paragraph (c) above, an Accordion Facility shall only be established if: (i) the execution of the Accordion Facility Notice relating to such Accordion Facility by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count againstParent, the Borrowing Base, (Crelevant Borrower(s) shall not have a final maturity that is earlier than and the Termination Date, (Drelevant Accordion Lender(s) shall not amortize at a rate greater than 1% per annum, (E) for purposes and delivery of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory such executed notice to the Administrative Agent and the Co-Collateral Agent. (ii) Any any Accordion Revolving Commitments Lender which is not already a Lender has first acceded to this Agreement as a Lender and the Intercreditor Agreement as a “Senior Lender” (Aas defined in the Intercreditor Agreement) by duly completing, signing and delivering to the Agent an Accordion Lender Accession Deed; (iii) each of the Agent and the Security Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations, including the Patriot Act, in relation to the additional Accordion Lender if it is not already a Lender. The Agent (on behalf of itself and the Security Agent) shall be guaranteed by promptly notify the Guarantors Parent and shall rank pari passu in right the additional Accordion Lender upon being so satisfied; and (iv) the Parent has paid to the Agent (for the account of payment the relevant Accordion Lenders) or to the relevant Accordion Lenders any arrangement fee agreed between them and the Parent in respect of the Collateral Accordion Facility (if any) or otherwise as the Accordion Lenders and the Parent agree; and 63 (v) subject to the Agreed Security Principles, the Agent has received in form and substance satisfactory to it such documents (if any) as are reasonably necessary as a result of the establishment of that Accordion Facility to maintain the effectiveness of the existing Security, guarantees and other assurance against loss provided to the Finance Parties pursuant to the Finance Documents. (e) Each Finance Party agrees and empowers the Agent and the Security Agent to (and the relevant Obligor shall promptly upon reasonable request by the Agent or the Security Agent in accordance with the Obligations in respect Agreed Security Principles) execute any necessary amendments to or (subject to the Agreed Security Principles) the re‑taking of the Commitments Transaction Security Documents as may be required in effect order to ensure that, subject to the Agreed Security Principles, any Accordion Loans rank pari passu with Facility B and that on and from any amendment made or to be made to the Finance Documents pursuant to paragraph (f) below, the Transaction Security Documents and any Security granted thereunder continues in full force and effect. (f) Each Finance Party agrees and empowers the Agent and the Security Agent to execute (and the Agent and Security Agent shall execute upon the request of the Parent) any necessary amendments to the Finance Documents (including any consequential and incidental changes as may be required or desirable (and agreed with the Parent)) in order to incorporate the appropriate provisions for any Accordion Facility in such Finance Documents, provided that (i) prior to such amendment documentation being executed, the Parent shall have notified each Finance Party of the proposed amendments and circulated to them a copy of the proposed amendment documents, in each case via the Agent, (ii) such amendments may not include matters otherwise falling within Clause 38.3 (Super Majority Lender matters and all Lender matters), (iii) unless such amendments relate to the Accordion Facility Increase Effective Dateonly, such amendments benefit all Lenders, provided that this sub-paragraph (Biii) is not permitted to be used to make any amendments which would have the effect of amending Clause 2.2 and (iv) such amendments shall become effective on the relevant Accordion Facility Commitment Date or, if specified in such notice, on the utilisation date thereof. Any amendment made pursuant to this paragraph (f) shall be binding on all parties. Each Obligor agrees to any such amendment permitted by this paragraph (f) which is agreed to by the Parent. This includes any amendment which would, but for this paragraph (f), require the consent of all of the Guarantors. (g) Once the terms of an Accordion Facility have been determined in accordance with this Clause 2.2 that Accordion Facility shall become effective and pursuant capable of being utilised upon the date specified in an Accordion Facility Notice executed by the Parent and delivered to the documentation applicable to Agent or any later date on which the existing Commitments; provided that if conditions set out in paragraph (d) are satisfied or as agreed between the Applicable Margin relating to Parent and the Accordion Revolving Commitments may exceed Lenders. (h) On the Applicable Margin relating to the Commitments in effect prior to date the Accordion Facility Increase Effective Date so long becomes effective: (i) except as agreed to the contrary by the Parent and the relevant Accordion Lenders in accordance with this Clause 2.2, each of the Obligors and any Accordion Lender shall assume obligations towards one another and/or acquire rights against one another as the Applicable Margins relating to all Revolving Credit Loans Obligors and the Accordion Lender would have assumed and/or acquired had the Accordion Lender been an Original Lender under an Accordion Facility; (ii) each Accordion Lender shall be adjusted to be equal to become a Party as a Lender and any Accordion Lender and each of the Applicable Margin payable to other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Accordion Lender and those Finance Parties would have assumed and/or acquired had the Accordion Lender been an Original Lender under an Accordion Facility; and 64 (iii) the Commitments of the other Lenders providing such Accordion Revolving Commitmentsshall continue in full force and effect. (iiii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for For the avoidance of doubt, nothing in this Clause 2.2 shall not require oblige any adjustment Facility B Lender to participate in any Accordion Loan at any time and no consent is required from any Lender to effect any Accordion Facility other than a Lender (or new lenders) participating in it. (j) The Parent shall promptly on demand pay the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing Security Agent the Last-Out Tranche so long as amount of all costs and expenses (1including legal fees) if the Last-Out Tranche availability exceeds $0, any extension reasonably incurred by either of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans them and, at in the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization case of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing underSecurity Agent, by any Receiver or Delegate in connection with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the any Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans Loan under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may bethis Clause 2.2. (ck) No Clause 26.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfiedLender as if references in that Clause to: (i) The Borrowers, an Existing Lender were references to all the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder Lenders immediately prior to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L heretorelevant Accordion Facility becoming effective; (ii) The Borrowers shall have paid such fees and other compensation the New Lender were references to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree;that Accordion Lender; and (iii) The applicable Borrowers shall deliver a re‑transfer and re‑assignment were references to the Administrative Agent respectively a transfer and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel to the applicable Borrowers reasonably satisfactory to the Administrative Agent and dated such date;assignment. (iv) A Revolving Credit Note (to the extent requested) will be issued at the applicable Borrowers’ expense, to each such Additional Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modification) to the extent necessary to reflect the new Commitment of each Additional Lender; (vl) The Parent Borrower shall deliver a certificate certifying that and each Obligor: (Ai) the representations and warranties made by irrevocably authorises the Parent Borrower to sign each Accordion Facility Notice and to agree, implement and establish Accordion Facilities in accordance with this Agreement on its Restricted Subsidiaries contained herein behalf; and (ii) confirms that the guarantees and indemnity recorded in Clause 20 (Guarantee and Indemnity) (or any applicable Accession Deed or other Finance Documents) and/or all Transaction Security granted by it will, subject only to any applicable limitations on such guarantee and indemnity referred to in Clause 20 (Guarantee and Indemnity) and any Accession Deed pursuant to which it became an Obligor or the terms of the Transaction Security Documents, extend to include the Accordion Loans and any other Loan Documents are true and correct obligations arising under or in all material respects on and as respect of the Accordion Facility Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the Administrative Agent; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitments.

Accordion Facility. Subject to the terms and conditions set forth herein below, the Borrower shall have a right at any time to increase the aggregate amount of the Commitment (the “Accordion Increase”) in an amount acceptable to the Administrative Agent in its commercially reasonable discretion; provided, however, that the aggregate amount of the Accordion Increase shall not result in the aggregate amount of the Commitment to exceed $730,000,000. The following additional terms and conditions shall apply to the Accordion Increase: (a) So long the Accordion Increase shall constitute additional Obligations and shall be secured and guaranteed with the other Obligations on a pari passu basis by the Collateral; (b) the Borrower shall execute a new Note in favor of any new Lender or any existing Lender whose Commitment is increased, as well as any other legal documentation and modification documents reasonably requested by the Administrative Agent to consummate the Accordion Increase; (c) unless otherwise provided by the Administrative Agent, the Accordion Increase shall be subject to the same terms (including interest rate and maturity date) as the existing Loan; all documents, organizational documents and other documents evidencing and contemplated by the Accordion Increase shall be in form and substance reasonably acceptable to the Administrative Agent and the Borrower; (d) the Borrower shall have delivered all due diligence materials and other deliverables reasonably requested by the Administrative Agent; (e) no Default or Event of Default exists or would arise therefrom, the Borrowers shall have the right, at any time and from time to time after the Closing Date, to request (i) an increase of the aggregate of the then outstanding Commitments (the “Accordion Revolving Commitments”) after the Second Amendment Effective Date or (ii) one or more term loans (the “Accordion Term Loans” and together with the Accordion Revolving Loan Commitments, collectively, the “Accordion Facilities” and each, an “Accordion Facility”). Notwithstanding anything to contrary herein, the principal amount of any Accordion Term Loans or Accordion Revolving Commitments shall occurred that has not exceed the Available Accordion Amount at such time. Any such request shall be first made to all applicable existing been waived by Lenders on a pro rata basis. To the extent that such existing Lenders decline to extend Commitments or term loans, the Parent Borrower may seek to obtain Accordion Revolving Commitments or Accordion Term Loans from other Persons in an amount equal pursuant to the amount of the increase in the total Commitments or total Accordion Term Loans, as applicable, requested by the Borrowers and not accepted by the existing Lenders terms hereof; (each an “Accordion Facility Increase,” and each Person extending, or Lender extending, Accordion Revolving Commitments or Accordion Term Loans, an “Additional Lender”), provided, however, that (if) no Lender shall be obligated to provide an Accordion Facility Increase as a result of any such request by the Borrowers, and (ii) any Additional Lender which is not an existing Lender shall be subject to the approval of, the Administrative Agent, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). Each Accordion Facility Increase shall be in a minimum aggregate amount of at least $15,000,000 and in integral multiples $5,000,000 in excess thereof. Any Accordion Facility Increase may be denominated in Dollars, any Designated Foreign Currency and, to the extent that every Lender and Additional Lender providing such Accordion Facility Increase is able to make Loans in another agreed currency, such other currency. (i) Any Accordion Term Loans (A) shall be guaranteed by the Guarantors and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments and any existing Accordion Term Loans, (B) shall be part of, and count against, the Borrowing Base, (C) shall not have a final maturity that is earlier than the Termination Date, (D) shall not amortize at a rate greater than 1% per annum, (E) for purposes of prepayments, shall be treated substantially the same as (and in any event no more favorably than) the Loans, and (F) shall otherwise be on terms as are reasonably satisfactory to the Administrative Agent shall have received from the Borrower updated financial statements and the Co-Collateral Agent. (ii) Any Accordion Revolving Commitments (A) shall be guaranteed by the Guarantors projections and shall rank pari passu in right of payment in respect of the Collateral and with the Obligations in respect of the Commitments in effect prior to the Accordion Facility Increase Effective Datea certificate, (B) shall be on terms and pursuant to the documentation applicable to the existing Commitments; provided that if the Applicable Margin relating to the Accordion Revolving Commitments may exceed the Applicable Margin relating to the Commitments in effect prior to the Accordion Facility Increase Effective Date so long as the Applicable Margins relating to all Revolving Credit Loans shall be adjusted to be equal to the Applicable Margin payable to the Lenders providing such Accordion Revolving Commitments. (iii) The Accordion Facilities may be in the form of a separate “first-in, last-out” tranche (the “Last-Out Tranche”) with a separate borrowing base against the ABL Priority Collateral and interest rate margins in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin of other Revolving Credit Loans pursuant to clause (ii) above) among the Parent Borrower, the Administrative Agent and the Lenders providing the Last-Out Tranche so long as (1) if the Last-Out Tranche availability exceeds $0, any extension of credit under the Revolving Credit Facility thereafter requested shall be made under the Last-Out Tranche until the Last-Out Tranche availability no longer exceeds $0, (2) as between (x) the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans and, at the Parent Borrower’s election, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and (y) the Last-Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) shall be applied first to obligations owing under, or with respect to, the Revolving Credit Facility (other than the Last-Out Tranche), the Accordion Term Loans, Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and second to the Last-Out Tranche, (3) no Borrower may prepay Revolving Credit Loans under the Last-Out Tranche or terminate or reduce the commitments in respect thereof at any time that other Revolving Credit Loans or Accordion Term Loans are outstanding; (4) the Required Lenders (calculated as including Lenders under the Accordion Facilities and the Last-Out Tranche) shall control exercise of remedies in respect of the ABL Priority Collateral; and (5) no changes affecting the priority status of the Revolving Credit Facility (other than the Last-Out Tranche) or the Accordion Term Loans vis-à-vis the Last-Out Tranche may be made without the consent of the Required Lenders under the Revolving Credit Facility, other than in respect of the Last-Out Tranche, or the Accordion Term Loans, as the case may be. (c) No Accordion Facility Increase shall become effective unless and until each of the following conditions have been satisfied: (i) The Borrowers, the Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents (“Joinder Agreement”) in substantially the form of Exhibit L hereto; (ii) The Borrowers shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the applicable Borrowers, the Administrative Agent and such Additional Lenders shall agree; (iii) The applicable Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent from counsel Agent, demonstrating that, after giving effect to the applicable Borrowers reasonably satisfactory Accordion Increase on a pro forma basis, the Borrower will be in compliance with all financial covenants set forth herein; (g) the Accordion Increase shall be subject to the ability of the Administrative Agent and dated such date; (iv) A Revolving Credit Note (to syndicate the extent requested) will be issued at Accordion Increase and/or encourage the applicable Borrowers’ expense, to each such Additional Lender, to be in conformity with requirements of Subsection 2.1(d) (with appropriate modificationLender(s) to the extent necessary to reflect the new Commitment of each Additional Lender; (v) The Parent Borrower shall deliver a certificate certifying that (A) the representations and warranties made by the Parent Borrower and its Restricted Subsidiaries contained herein and in the other Loan Documents are true and correct in all material respects on and as of the Accordion Facility Closing Dateincrease their Commitment(s), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (B) no Default has occurred and is continuing and (C) the Parent Borrower would be in compliance, on a Pro Forma Basis, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time, as demonstrated to the reasonable satisfaction of the using Administrative Agent’s reasonable efforts in light of then-current market conditions; and (vi) The applicable Borrowers and Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Co-Collateral Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (d) (i) In the case of any Accordion Facility Increase constituting Accordion Revolving Commitments, the Administrative Agent shall promptly notify each Lender as to the effectiveness of such Accordion Facility Increase (with each date of such effectiveness being referred to herein as an “Accordion Revolving Commitment Effective Date”), and at such time (i) the Commitments under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Accordion Revolving Commitments, (ii) Schedule A shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders and (iii) this Agreement shall be deemed amended, without further action, to the extent necessary to reflect any such Accordion Revolving Commitments.