Common use of Accordion Feature Clause in Contracts

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower Increase in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, Facility C (a) Subject to this Clause 2.3, during the Loan-to-Value RatioAccordion Period, based upon the Borrower may by written notice to the Agent request that the Total Facility C Commitments be increased (and the Total Facility C Commitments shall be so increased) as follows: (i) the increased Facility C Commitments will be assumed by: (A) one or more Lenders; or (B) any other person which is an updated Appraisal ordered by Agent at Borrower’s expenseEligible Lender, not exceeding fifty percent (50%) on each an “as is” basis, (bIncrease Lender”) selected by the NOI Borrower and each of which has confirmed its willingness to assume and does assume such part of the Property providing for increased Facility C Commitments which it is to assume; (ii) that Increase Lender shall become a Debt Yield Party as a “Facility C Lender” and: (A) each of not less than sixteen percent the Obligors and that Increase Lender shall assume obligations towards one another and/or acquire rights against one another; and (16%B) based on each of the Loan Amountother Finance Parties and that Increase Lender shall assume obligations towards one another and acquire rights against one another, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be availableeach case, in accordance with the provisions of this Section 2.7, during the entire term Finance Documents; (iii) the Commitments of the Loan other Lenders then subsisting shall continue in full force and effect; (iv) any increase in the Total Facility C Commitments shall take effect on the date specified by the Borrower in the Increase Confirmation or any later date on which the conditions set out in paragraph (b) below are satisfied (the “Establishment Date”); (v) any such increase constituting Available Facility in respect of Facility C shall be available for drawing by the Borrower for the period from and including its Establishment Date to and including the extension periods. Notwithstanding date which is 60 days after that date in accordance with this Agreement, and any part of that Available Facility which is undrawn at the foregoingclose of business in Singapore on the last day of that period shall be automatically cancelled; (vi) (A) the Margin applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be the applicable percentage(s) per annum and (B) the fees applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be the applicable amount(s) or percentage(s), in each case as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation; (vii) the repayment schedule applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation provided that such repayment schedule shall comply with Clause 7.3 (Repayment of Facility C Loans); (viii) (to the extent different from those contained in the Finance Documents) the terms relating to mandatory prepayment applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be as agreed between the Borrower and the relevant Increase Lenders to which that Borrower has repaid any portion of Loan relates, as set out in the Loan Amount, Borrower relevant Increase Confirmation provided that those terms shall not be entitled more favourable to re-borrow the same. Agent hereby agrees relevant Increase Lenders than those for the benefit of the Facility A Lenders as contained in the Finance Documents); and (ix) each Increase Confirmation may, without the consent of any Lender (other than the Increase Lenders to which that ifIncrease Confirmation relates), effect such amendments to this Agreement and the other Finance Documents: (A) which are of a technical nature; or (B) which do not directly affect any Lender (other than the Increase Lenders to which that Increase Confirmation relates), as, in the reasonable opinion of the Agent’s reasonable determination, may be necessary or appropriate for giving full effect to the provisions of this Clause 2.3. (b) An increase in the Total Facility C Commitments will only be effective on: (i) the receipt by the Agent has determined of a certificate signed by a director or chief financial officer of the Borrower and each Guarantor, certifying that such increase shall not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded; (ii) the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than execution by the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination Borrower of an Increase Confirmation from the relevant Increase Lender in compliance with the provisions of this Agreement (including, without limitation, Clause 7.3 (Repayment of Facility C Loans)); and (iii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Debt Yield increased Facility C Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Borrower and the Increase Lender, provided that no Default is continuing or would reasonably be expected to result from such increase. (c) The Total Facility C Commitments shall be unilaterally made not, at any time, exceed S$1,000,000,000 (or its equivalent in another currency or currencies). (d) An increase in the Total Facility C Commitments under this Clause 2.3 may only take place when the Available Facility in respect of Facility C is, at that time, zero. (e) Each Increase Lender, by Agent). In additionexecuting the Increase Confirmation, Agent hereby agrees that if Agent determines confirms (for the avoidance of doubt) that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based Agent has authority to execute on Agent’s determination thereof is lower than the Appraised Value as reflected its behalf any amendment or waiver that has been approved by or on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination behalf of the Appraised Value by Agent requisite Lender or Lenders in accordance with Borrower and/or its representatives this Agreement on or prior to the date on which the increase becomes effective. (provided, however, f) Clause 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).Clause to:

Accordion Feature. Provided no Default Notwithstanding anything to the contrary, from time to time, the Company may agree, with the prior written consent of Agent (which consent shall not be unreasonably withheld), to (i) permit a Lender to increase its Commitment Amount, or Event (ii) add a bank chartered under the laws of Default has occurred the United States (a “New Lender”) as a “Lender” under this Agreement with a Commitment, for the purpose of increasing the Aggregate Commitment Amounts; provided that upon giving effect to any such new Commitment, the Commitment Amount of the New Lender shall not be less than $15,000,000; and is then continuingprovided, further, that the Aggregate Commitment Amounts, after giving effect to any such increase, shall not exceed $400,000,000. The Company and each Lender increasing its Commitment Amount or New Lender shall agree on the date as of which the increased Commitment Amount or New Lender’s Commitment Amount shall become effective, and each New Lender shall execute and deliver an instrument in the form prescribed by Agent (which instrument need not be executed by any other Lender in order to be effective) to evidence its agreement to be bound by this Agreement and the other Loan Documents. Upon the effective date (the “Increase Date”) of an increase in any Lender’s Commitment Amount or inclusion of a New Lender as a Lender under this Agreement (the “Subject Lender”), Agent shall deliver to the Company and each Lender a revised Schedule 1.1(a) reflecting the revised Aggregate Commitment Amounts. Further, upon the request Increase Date, the Subject Lender shall make Committed Loans as calculated by the Agent so that its outstanding Committed Loans are equal to its respective Pro Rata Share of Borrower, all Committed Loans outstanding on such date and the Agent shall use commercially reasonable efforts to arrange for additional commitments from distribute the Lenders (and, if necessary, lenders who are not a party hereto, provided that any proceeds of such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject Committed Loans to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with their Pro Rata Share of all Committed Loans outstanding on the provisions of Increase Date, in each case after giving effect to the increase to the Aggregate Commitment Amounts upon the Increase Date, but prior to any additional Loans requested by the Company to be made on the Increase Date. Notwithstanding anything to the contrary, no Lender shall be obligated to increase its Commitment Amount pursuant to this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)2.32.

Accordion Feature. Provided 2.2.1 Subject to the terms and conditions hereof, the Borrowers may from time to time make a request of the Lenders to increase the Credit by an amount not exceeding (in respect of all such requests) the aggregate of Three Hundred Seventy Five Million Dollars ($375,000,000) (the “Accordion Amount”); provided that (i) the Borrowers shall not make more than two such requests in any one fiscal year of ATS and (ii) the increase in the total Commitments in respect of the Credit pursuant to any such request shall be at least an amount (the “Accordion Minimum Request”) equal to Twenty Five Million Dollars ($25,000,000) (or the balance of the Accordion Amount if less than Twenty Five Million Dollars). The Borrowers shall make such request by giving notice to the Agent, which notice shall set forth the amount (which shall be no less than the Accordion Minimum Request) of the requested increase (the “Accordion Requested Increase”) and such other details with respect to such increase as the Agent shall reasonably request. The Agent shall promptly send a copy of such notice to each Lender and each such Lender shall have the right, but not the obligation, to increase its Commitment in respect of the Credit and shall have a period of fifteen (15) days from the date of delivery of such notice to notify the Agent and the Borrowers whether or not such Lender elects to so increase its Commitment in respect of the Credit, and if it does so elect to increase its Commitment, by what amount. If any Lender does not provide such notice within such time, such Lender shall be deemed to have declined to increase its Commitment. Notwithstanding anything to the contrary herein, (A) no Lender shall have any obligation to provide any increase in its Commitment in respect of the Credit and (B) any Lender may increase its respective Commitment without the consent of any other Lender. 2.2.2 If the full amount of the Accordion Requested Increase is met by the Lenders in response to the Borrowers’ request pursuant to Section 2.2.1, then subject to Sections 2.2.5 and 2.2.6, the then current maximum amount of the Credit shall be increased on the Increase Effective Date by an amount equal to the Accordion Requested Increase, each of the Commitments of the Lenders in respect of the Credit, shall be increased by the amount agreed to by such Lender (or a lesser amount as allocated by the Agent and the Borrowers to the extent a Lender has agreed to increase its Commitment beyond its Applicable Percentage of the Accordion Requested Increase, and the Lenders have agreed to increase their Commitments in the aggregate in an amount greater than the Accordion Requested Increase), and the Agent shall notify the Borrowers and each of the Lenders to that effect. 2.2.3 To the extent the Accordion Requested Increase is not fully met by the Lenders pursuant to Sections 2.2.1 and 2.2.2, the Borrowers may, to achieve the full amount of the Accordion Requested Increase, invite additional lenders that are not then a party to this Agreement to fund any shortfall (the “Accordion Shortfall”) in the Accordion Requested Increase. Prior to any such invitation by the Borrowers, the Borrowers shall first submit a list of proposed additional lenders for review and approval by the Agent and the Issuing Bank, which approval shall not be unreasonably withheld or delayed. Should an additional lender be included to fund the Accordion Shortfall, each such lender (a “New Lender”) shall execute an adhesion agreement in the form attached as Schedule J hereto (the “Adhesion Agreement”) pursuant to which the New Lender shall agree to become a Lender and be bound by the terms of this Agreement, with an initial Commitment, subject to Sections 2.2.4 and 2.2.5, in the amount set forth in the Adhesion Agreement. The Lenders (other than the Issuing Bank as contemplated above) shall have no right of approval with respect to a New Lender becoming a Lender or the amount of such New Lender’s Commitment, provided, however, that the aggregate amount of the Commitments of all New Lenders shall not exceed the then outstanding Accordion Shortfall. 2.2.4 If the Lenders and/or New Lenders have agreed to increase the total Commitments in respect of the Credit in accordance with this Section 2.2, the Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”) and the Agent shall promptly notify each of the Lenders, any New Lender, if applicable, and the Borrowers of the final allocation of such increase, and the Increase Effective Date. Subject to the conditions precedent in Section 2.2.5, the then current maximum amount of the Credit shall be increased on the Increase Effective Date by an amount equal to the increase in and additional Commitments agreed to in accordance with this Section 2.2 (or such lesser amount as allocated by the Agent and the Borrowers in the event the agreed to Accordion Requested Increases or additional Commitments are, in the aggregate, greater than the Accordion Amount). On the Increase Effective Date, each of the Lenders having a Commitment in respect of the Credit prior to such Increase Effective Date (the “Pre-Increase Lenders”) shall assign to any Lender which is providing additional or a new Commitment in respect of the Credit on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from the Pre-Increase Lenders, at the principal or face amount thereof, as applicable, such interests in the Advances and participation interests in Letters of Credit outstanding under the Credit on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Advances and participation interests in Letters of Credit will be held by Pre-Increase Lenders and Post-Increase Lenders in accordance with their Applicable Percentage in respect of the Credit after giving effect to the increase in the total Commitment. If any LIBORSOFR Advances, XXXXXXX Advances, Daily Simple XXXXX Advances or Bankers’ Acceptances are outstanding on the Increase Effective Date, such LIBORSOFR Advances, XXXXXXX Advances, Daily Simple XXXXX Advances and Bankers’ Acceptances shall not be broken but instead shall remain outstanding until the maturity of the then current LIBORTerm SOFR Reference Period, XXXXX Period, EURIBOR Period, XXXXX Period or BA maturity date as applicable in accordance with the Applicable Percentages of the Pre-Increase Lenders such that Advances made by a Pre-Increase Lender may be temporarily in excess of its Applicable Percentage. Advances subsequent to the Increase Effective Date shall be funded firstly by the Post-Increase Lenders and subsequent prepayments or cancellations under the Credit shall be applied firstly to Pre-Increase Lenders, in each case until such time as each Lender’s Advances are again proportionate to such Xxxxxx’s Applicable Percentage. 2.2.5 Notwithstanding any other provision hereof, as a condition precedent to any increase in the Credit and any increase in or addition of any Commitment of any Lender pursuant to this Section 2.2, (i) the Agent shall have received, in the event of the addition of a New Lender, the Adhesion Agreement duly executed by the Borrowers and the New Lender, whereupon the Agent and the Issuing Bank shall duly execute the Adhesion Agreement; (ii) the Agent shall have received certified copies of all corporate action taken by each of the Obligors to authorize such increase, and the execution and delivery of any Adhesion Agreement, to the extent applicable; and (iii) at the time of the increase no Default or Event of Default has shall have occurred and is then continuingbe continuing or would result from the increase, upon and the request Borrowers shall have delivered to the Agent a currently dated certificate of Borrowera senior officer of the Borrowers certifying as to the same. 2.2.6 Following an increase in the maximum amount of the Credit pursuant to this Section 2.2, the Agent shall use commercially reasonable efforts make such changes as are necessary to arrange for additional commitments from Schedule B hereto to reflect the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower increase in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)Commitments.

Accordion Feature. Provided The Borrower may, from time to time, increase the Aggregate Revolving Commitment Amount hereunder, by giving notice to the Agent, specifying the dollar amount of the increase (which shall be in an integral multiple of $5,000,000, and which shall not result in the Aggregate Revolving Commitment Amount hereunder exceeding $100,000,000); provided, however, that an increase in the Aggregate Revolving Commitment Amount hereunder may only be made at a time when no Default or Event of Default has shall have occurred and is then be continuing. The Borrower may increase the Aggregate Revolving Commitment Amount by either increasing a Revolving Commitment Amount with an existing Bank or obtaining a Revolving Commitment from a new financial institution, upon the request selection of which shall require the consent of the Agent, not to be unreasonably withheld. The Borrower, the Agent and each Bank or other financial institution that is increasing its Revolving Commitment Amount or extending a new Revolving Commitment shall enter into an amendment to this Agreement setting forth the amounts of the Revolving Commitment Amount, as so increased, providing that any new financial institution extending a new Revolving Commitment shall be a Bank for all purposes under this Agreement. No such amendment shall require the approval or consent of any Bank whose Revolving Commitment Amount is not being increased and no Bank shall be required to increase its Revolving Commitment Amount unless it shall so agree in writing. Upon the execution and delivery of such amendment as provided above, this Agreement shall be deemed to be amended accordingly and the Agent shall use commercially reasonable efforts to arrange for additional commitments from adjust the Lenders funded amount of the Revolving Loans of the Banks so that each Bank (and, if necessary, lenders who are not a party hereto, provided that any including the Banks with new or increased Revolving Commitment) shall hold their respective Revolving Percentages (as amended by such new lender is approved by Borrower in its reasonable discretionamendment) in an aggregate amount equal to $200,000,000.00 (of the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent Revolving Loans outstanding and the Lenders, or the lenders a party theretounfunded Revolving Commitment Amount (and each Bank shall so fund any increased amount of Advances), and shall participate in the Letter of Credit obligations and have obligations to participate in Unrefunded Swing Line Loans in their respective Revolving Percentages (as amended by such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agentamendment).

Accordion Feature. Provided (a) At any time prior to one Business Day before the Termination Date, Borrowers may request Lenders to effectuate a one-time increase in the aggregate Commitments (a “Commitment Increase”). Each Lender may, in its sole discretion, participate in such Commitment Increase (an “Increasing Lender”) or the Agent may locate one or more other banks or other financial institutions reasonably acceptable to the Agent to become a Lender under this Agreement (an “Additional Lender”) to participate in such Commitment Increase; provided, however, that (A) the aggregate amount of the Line of Credit may not exceed $40,000,000.00, and (B) all Commitments provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the existing Commitments and Advances. Borrowers shall provide prompt notice of any proposed Commitment Increase to the Agent. Nothing in this Section 1.19 shall be construed to create any obligation on the Agent or any Lender to agree to or participate in any Commitment Increase requested by Borrowers, to advance or to commit to advance any credit to Borrowers in excess of its Commitment or to arrange for any other Person to advance or to commit to advance any credit to Borrowers. (b) A Commitment Increase shall become effective upon (A) the receipt by the Agent of (1) an agreement in form and substance reasonably satisfactory to the Agent signed by Borrowers, each Increasing Lender and each Additional Lender, setting forth the Commitments of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, and (2) such evidence of appropriate authorization on the part of Borrowers with respect to such Commitment Increase as the Agent may reasonably request, and (B) receipt by the Agent of a certificate of an officer of each Borrower stating that, both before and after giving effect to such Commitment Increase, no Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments continuing or would result from the Lenders Commitment Increase, and that all representations and warranties made by Borrowers in this Agreement and the other Loan Documents are true and correct in all material respects, unless such representation or warranty relates to an earlier date which remains true and correct as of such earlier date. (andc) Notwithstanding any provision contained herein to the contrary, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (from and after the “Accordion”). Notwithstanding the foregoing, the decision date of any Lender to provide such additional commitment Commitment Increase, all calculations and payments of interest on the Advances shall be subject to take into account the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval actual Commitment of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions principal amount outstanding of this Section 2.7, each Advance made by such Lender during the entire term relevant period of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)time.

Accordion Feature. Provided The Borrower may, from time to time, increase the Aggregate Revolving Commitment Amount hereunder, by giving notice to the Agent, specifying the dollar amount of the increase (which shall be in an integral multiple of $5,000,000, and which shall not result in the Aggregate Revolving Commitment Amount hereunder exceeding $60,000,000); provided, however, that an increase in the Aggregate Revolving Commitment Amount hereunder may only be made at a time when no Default or Event of Default has shall have occurred and is then be continuing. The Borrower may increase the Aggregate Revolving Commitment Amount by either increasing a Revolving Commitment Amount with an existing Bank or obtaining a Revolving Commitment from a new financial institution, upon the request selection of which shall require the consent of the Agent, not to be unreasonably withheld. The Borrower, the Agent and each Bank or other financial institution that is increasing its Revolving Commitment Amount or extending a new Revolving Commitment shall enter into an amendment to this Agreement setting forth the amounts of the Revolving Commitment Amount, as so increased, providing that any new financial institution extending a new Revolving Commitment shall be a Bank for all purposes under this Agreement. No such amendment shall require the approval or consent of any Bank whose Revolving Commitment Amount is not being increased and no Bank shall be required to increase its Revolving Commitment Amount unless it shall so agree in writing. Upon the execution and delivery of such amendment as provided above, this Agreement shall be deemed to be amended accordingly and the Agent shall use commercially reasonable efforts to arrange for additional commitments from adjust the Lenders funded amount of the Revolving Loans of the Banks so that each Bank (and, if necessary, lenders who are not a party hereto, provided that any including the Banks with new or increased Revolving Commitment) shall hold their respective Revolving Percentages (as amended by such new lender is approved by Borrower in its reasonable discretionamendment) in an aggregate amount equal to $200,000,000.00 (of the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent Revolving Loans outstanding and the Lenders, or the lenders a party theretounfunded Revolving Commitment Amount (and each Bank shall so fund any increased amount of Advances), and shall participate in the Letter of Credit obligations and have obligations to participate in Unrefunded Swing Line Loans in their respective Revolving Percentages (as amended by such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agentamendment)."

Accordion Feature. Provided (a) The Borrowers may, at any time and from time to time, request an increase in the principal amount of the Credit (each, an "Accordion Request"); provided that: (i) the aggregate principal amount of all increases in the Credit pursuant to this Section 2.6(a) shall not exceed US$50,000,000 in the aggregate for all Accordion Requests and (ii) no Default or Event of Default has shall have occurred and is then continuingbe continuing or would result therefrom. Each Accordion Request made under this Section 2.6(a) shall be submitted by the Borrowers to the Agent (which shall promptly forward copies to each Lender). Each Accordion Request may specify any fees offered to those Lenders which agree to increase their Commitment (each such Lender, an "Increasing Lender"), which fees may be variable based upon the request amount by which any such Increasing Lender is willing to increase the principal amount of Borrowerits Commitment (which for greater certainty, need not be equal to such Increasing Lender's Applicable Percentage of the Credit existing immediately prior to receipt of such Accordion Request). No Lender shall have any obligation, express or implied, to offer to increase or accept the Borrowers' offer to increase its Commitment. Only the consent of each Increasing Lender and the Issuing Banks shall be required for an increase in such Lender's Commitment pursuant to this Section 2.6(a) . No Lender which declines to increase its Commitment may be replaced with respect to its existing Commitment as a result thereof without such Lender's consent. (b) Each Increasing Lender shall as soon as practicable after each Accordion Request is submitted by the Borrowers to the Agent, specify in writing to the Borrowers and the Agent shall use commercially reasonable efforts the amount of the proposed increase that it is willing to arrange for additional commitments from assume. The Borrowers (in consultation with the Agent) may accept some or all of the offered amounts or designate new lenders (on terms that are no more favourable than those offered to the Lenders except with respect to the allocation of any accordion or commitment fee) that qualify as an Eligible Assignee under this Agreement, as additional Lenders (and, if necessary, lenders who are not a party hereto, provided that any each such new lender is being a "New Accordion Lender"), which New Accordion Lenders may assume all or a portion of the increase in the Credit; provided that such New Accordion Lenders must be approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or Issuing Banks. The Borrowers shall have sole discretion to adjust the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI allocation of the Property providing for increased Commitments among Increasing Lenders and New Accordion Lenders provided that the Borrowers shall take into account any exposure limitations specified by the Agent or an Issuing Bank with respect to a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and Lender. (c) Borrower paying all costs Upon delivery to the Agent of an Accordion Agreement executed by the Obligors and expenses of an Accordion Lender, the Agent and the Issuing Banks shall promptly execute and deliver such Accordion Agreement whereupon this Agreement and each other Loan Document shall, subject to Sections 2.6(a)(i) and 2.6(a)(ii), henceforth be read and construed as if such Accordion Lender were party to this Agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Commitment with respect to the Credit that such Accordion Lender has agreed to accept, and all references to any Lenders in connection therewithany Loan Document shall (to the extent the context so admits) be construed accordingly. The Accordion feature Subsequent thereto, Schedule A hereto shall be availabledeemed to be amended to add the Commitment of such Accordion Lender. Each Lender irrevocably appoints, in accordance authorizes and directs the Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf, each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Agent. (d) The Agent shall promptly notify the Borrowers and the Lenders of any increased Commitments with respect to the Credit Facility arising pursuant to Section 2.6(b) and 2.6(c) . (e) Notwithstanding the foregoing provisions of this Section 2.72.6, during no increase in the entire term principal amount of the Loan including Credit nor any Accordion Agreement shall be effective unless and until the extension periods. Notwithstanding applicable Increasing Lender and New Accordion Lender (as applicable) shall have purchased and assumed the foregoing, to the extent that Borrower has repaid any portion rights and obligations of the Loan Amount, Borrower shall not be entitled to re-borrow Lenders (as defined in the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%HB Peru ARCA) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated as required by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if anySection 11.2(c) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)HB Peru ARCA.

Accordion Feature. Provided (a) Master Borrower, from time to time, by notice to the Administrative Agent (an “Accordion Notice”), may request that: (i) the Commitment of any one or more of the Committed Facilities be increased by an aggregate amount of up to $200,000,000 (in the aggregate for all Accordion Notices and all Committed Facilities) and that each Lender participate in such increase in accordance with their respective Applicable Percentage in respect of which the Accordion Notice has been received, and the Administrative Agent shall promptly provide such Accordion Notice to all Lenders in accordance with Section 2.6; and (ii) the Commitment of the Wholesale Flooring Facility be increased, provided that, the aggregate amount of all such increases does not exceed $200,000,000 and that each Lender participate in such increase in accordance with their respective Applicable Percentage in respect of which the Accordion Notice has been received, and the Administrative Agent shall promptly provide such Accordion Notice to all Lenders in accordance with Section 2.6, provided that, any accordion increases requested will be granted at the sole discretion of each of the Lenders (including, without limitation, subject to a Lender obtaining the necessary internal credit approval). (b) Each existing Lender shall, within fifteen (15) Business Days of receipt of such Accordion Notice by the Administrative Agent, notify the Administrative Agent in writing whether it agrees to increase the applicable Credit Facility Limit by an amount equal to its Applicable Percentage of the requested increase (but in no way shall any existing Lender be obliged to do so). If such notification is not received from a Lender within such fifteen (15) Business Day period, then such Lender will be deemed not to have agreed to participate in the increase. Each consenting Lender’s portion of the applicable Credit Facility Limit shall be so increased in accordance with the provisions of this Section 2.6 as of the sixteenth (16th) Business Day after the receipt by the Administrative Agent of the (c) In the event that fifteen (15) Business Days after Master Borrower’s delivery of an Accordion Notice to the Administrative Agent no existing Lender agrees to become an Accordion Lender or the amount by which the existing Lenders that agree to become Accordion Lenders are willing to increase the applicable Credit Facility Limit is not sufficient, in the aggregate, to accommodate the requested increase in the applicable Credit Facility Limit, then subject to the provisions of this Section 2.6 a lender other than an existing Lender may, within the twenty (20) Business Day period following such fifteen (15) Business Days, become an Accordion Lender. Upon delivery to the Administrative Agent and the Lenders of an Accordion Agreement executed by Master Borrower and a proposed Accordion Lender that is acceptable to the Administrative Agent, the Lenders and Master Borrower, acting reasonably, the Lenders shall promptly execute and deliver such Accordion Agreement whereupon (a) this Agreement and each other Loan Document shall, henceforth be read and construed as if such Accordion Lender were party to this Agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the applicable Credit Facility that the Accordion Lender has agreed to accept and all references to any Lenders in any Loan Document shall (to the extent the context so admits) be construed accordingly and (b) Schedule 1.1(42) hereto shall be deemed to be amended to add the amount of the Credit Facility Limit of such Accordion Lender. Borrowers shall be responsible for all reasonable fees, costs and expenses relating to the adding of any new Accordion Lender. For greater certainty, Borrowers shall not have the right to replace any existing Lender pursuant to Section 4.12(2) solely on the basis that such Lender decides not to become an Accordion Lender pursuant to this Section 2.6. (d) No increase in any Credit Facility Limit in accordance with this Section 2.6 shall be permitted at any time that a Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).

Accordion Feature. Provided 2.21.1 At any time from and after the date of the first Advance of the Term Loan Credit Facilities and provided that no Default or Event of Default has occurred and is then continuing, upon the Borrowers may, by notice to the Administrative Agent, request that on the terms and subject to the conditions contained in this Agreement, the Lenders or New Lenders provide up to an aggregate amount of BorrowerCdn$750,000,000 in additional loan commitments consisting, at Borrowers’ option, of either Cdn Revolving Commitments or US Revolving Commitments (the “Additional Revolving Commitments”) or a combination thereof; provided, however, that any request for an increase shall be in a minimum amount of Cdn$50,000,000; 2.21.2 Upon receipt of such notice, the Administrative Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party heretoto provide such Additional Revolving Commitments, provided that the Administrative Agent will first offer each of the Lenders that then has a Revolving Commitment under the Revolving Facilities a pro rata portion (based upon the applicable Revolving Facility, at such time) of any such new lender Additional Revolving Commitments. Nothing contained in this Section or otherwise in this Agreement is approved intended to commit any Lender or any Agent to provide any portion of any such Additional Revolving Commitments. 2.21.3 To the extent that any Lenders or New Lenders agree, in their sole discretion, to provide any Additional Revolving Commitments, (i) the applicable Revolving Facilities and the applicable Revolving Commitments shall be increased by Borrower the amount of the Additional Revolving Commitments agreed to be so provided, (ii) at such time and in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (such manner as the “Accordion”). Notwithstanding Borrowers and the foregoingAdministrative Agent shall agree, the decision of any Lenders shall assign and assume outstanding applicable Revolving Loans held by each Lender to provide such additional commitment shall be subject conform to the sole and absolute discretion respective percentages of such Lender. Such Accordion shall be subject to new pricing by Agent and the applicable Revolving Commitments of the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (aiii) the Loan-to-Value RatioBorrowers shall execute and deliver any amendments, based upon an updated Appraisal ordered by supplements or modifications to any Operative Document as the Administrative Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be may reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)request.

Accordion Feature. Provided no (a) At any time, prior to the Maturity Date, the Borrower may, by notice in writing to the Administrative Agent (an “Accordion Notice”), from time to time request that the then existing amount of the RT Facility be increased by an amount of up to $300,000,000 (in the aggregate for all Accordion Notices with respect to the RT Facility) and advising whether (i) the Borrower wishes to arrange for such requested increase to be provided by another bank, which bank must agree to be bound by the terms and conditions of this agreement as a Lender, and/or (ii) the Borrower wishes to request each Lender to participate in such increase in accordance with their Pro Rata Share. Within ten (10) Banking Days of the receipt by the Administrative Agent of an Accordion Notice requesting participation by the Lenders, each Lender shall advise the Administrative Agent as to whether or not it intends to participate in such increase of the RT Facility. If such advice is not received from a Lender within such ten (10) Banking Day period, then such Lender will be deemed not to have agreed to participate in the increase. In the event that not all of the Lenders agree to participate in the increase of the RT Facility, then the Administrative Agent shall so advise the Borrower which shall have the right to deliver a further request to the Administrative Agent for those Lenders participating in the increase of the RT Facility, to participate in any shortfall in the requested increase in RT Facility on a pro rata basis in accordance with the Individual Commitments of those participating Lenders and each participating Lender shall advise the Administrative Agent as to whether or not it intends to further participate in such increase of the RT Facility, within three (3) Banking Days of such further request. In the event that there is still a shortfall, a further request again on a mutatis mutandis basis will be given to the remaining participating Lenders and such request may be accepted or rejected by the remaining participating Lenders and each participating Lender shall advise the Administrative Agent as to whether or not it intends to further participate in such increase of RT Facility, within three (3) Banking Days of such further request. To the extent that the participating Lenders do not agree to participate in the request for the increase in the RT Facility, then the Borrower may either arrange for such shortfall in the requested increase from another bank, which bank must agree to be bound by the terms and conditions of this agreement as a Lender, or accept the lower amount of the increase in the RT Facility, as accepted by the participating Lenders. (b) Each Accordion Notice delivered by the Borrower shall be substantially in the form of Schedule J and the delivery of an Accordion Notice shall constitute a representation and warranty of the Borrower that all representations and warranties of the Borrower set forth in Article 10 are true and correct in all respects as of the date such increase to the RT Credit Limit takes effect. The Borrower shall not request an increase to the RT Facility pursuant to an Accordion Notice that is less than $50,000,000. (c) No increase in the aggregate amount of the RT Facility shall be permitted at any time that a Default or Event of Default has occurred and is then continuingcontinuing nor shall any Default or Event of Default be reasonably expected to occur immediately following any increase to the RT Credit Limit. (d) The Borrower shall have provided the Administrative Agent with a compliance certificate, upon in form and substance satisfactory to the Administrative Agent, evidencing pro forma compliance with Section 11.1(m) immediately following any increase to the RT Credit Limit. (e) Upon completion of the request of Borrowerprocess set forth in Section 2.6(a), the Administrative Agent shall use commercially reasonable efforts to arrange for additional commitments from promptly notify the Borrower and the Lenders of the increased Individual Commitments of participating Lenders and the Individual Commitment of any bank which has become a Lender as contemplated by Section 2.6(a). (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved f) Any upfront fee payable by the Borrower in its reasonable discretion) in an aggregate amount equal accordance with any increase to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender RT Facility pursuant to provide such additional commitment this Section 2.6 shall be subject to negotiated and agreed upon between the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent Borrower and the Lenders, or relevant Lender and the lenders a party thereto, and such Borrower shall pay all other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs fees and expenses of the Administrative Agent and the Lenders owing in connection therewithrespect of such increase to the RT Credit Limit. (g) The Administrative Agent shall forthwith advise the Swingline Lender and Issuing Lender of its receipt of an Accordion Notice. The Accordion feature shall be available, In the event that a bank that is not an existing Lender is to become a Lender in accordance with Section 2.6(a), such bank must be approved by the provisions of this Section 2.7Administrative Agent, during the entire term of Swingline Lender and the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that ifIssuing Lender, in Agent’s their respective reasonable determinationdiscretion, and the Swingline Lender and Issuing Lender shall notify the Administrative Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration whether or not it approves of such review and the provision new Lender within ten (10) Banking Days of such basis for and details surrounding AgentLender’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration receipt of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)notice.

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent, Managing Agent shall use commercially reasonable efforts and Committed Lenders will be permitted upon Borrower’s request, at any time prior to arrange for additional commitments from the Lenders (andexpiration of the Revolving Period, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion) in to increase the then applicable Revolving Loan Availability to an aggregate amount equal to $200,000,000.00 200,000,000 (or (i) such higher amount as Agent and Committed Lenders agree to in each such Parties’ sole discretion or (ii) such lower amount in accordance with Section 2.1(e)) with additional Revolving Loan Availabilities from Committed Lenders or new Revolving Loan Availabilities from financial institutions approved by and acceptable to Agent in its sole discretion, provided, that: (i) at the “Accordion”). Notwithstanding the foregoing, the decision time of any such increase, no Early Wind-Down Trigger Event, Default or Event of Default, or any condition that would (or with the passage of time would) constitute an Early Wind-Down Trigger Event, Default or an Event of Default under this Agreement or any other Loan Document, has occurred and is continuing; (ii) no Committed Lender to provide such additional commitment shall be subject obligated to participate in any such increase by increasing the amount of its own Revolving Loan Availability, which decision shall be made in the sole and absolute discretion of such each Committed Lender. Such Accordion ; (iii) the Revolving Loan Availabilities shall be subject in a maximum aggregate principal amount of $200,000,000 (or such lower amount in accordance with Section 2.1(e)) after giving effect to new pricing by Agent and such increase; (iv) Borrower shall pay to Agent, for the benefit of the Lenders, or a nonrefundable commitment fee equal to one-half of one percent (.50%) of the lenders a party theretoincreased Revolving Loan Availabilities, which shall be deemed fully earned and non-refundable on any date of such other terms increase; and conditions which are acceptable (v) all documents and opinions reasonably required by Agent to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of evidence any such Accordion increase shall be conditioned uponexecuted and delivered to Agent on or before the effective date of such increase, among other thingsincluding, without limitation, one or more new or replacement Notes. For the avoidance of doubt, in the event the Revolving Loan Availabilities are not increased to an aggregate amount of $200,000,000 (aafter giving effect to such increase) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent pursuant to this Section 2.1(b) (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, or such lower amount in accordance with the provisions of this Section 2.72.1(e)), during the entire term of the Loan including the extension periods. Notwithstanding the foregoingLenders may still, in their sole discretion, fund Advances up to the extent that Borrower has repaid any portion of the each Lender’s Revolving Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).

Accordion Feature. Provided (i) The Borrower may, at any time and from time to time during the Revolving Commitment Period, provided that no Default or Event of Default has occurred and is then continuing, upon give not less than thirty (30) Business Days’ notice in writing to the request Facility Agent and the Class B Agent (each, an “Accordion Notice”) requesting an increase (each, an “Accordion Increase”) in (A) the Class A Revolving Maximum Amount and (B) the Class B Revolving Commitments (allocated pro rata between (A) and (B)) by an amount of Borrowerup to [***] in respect of the Class A Revolving Maximum Amount and [***] in respect of the Class B Revolving Commitments in the aggregate for all Accordion Notices. Each Accordion Notice shall specify, in respect of the proposed Accordion Increase: (x) the aggregate amount of the proposed Accordion Increase in respect of Class A Revolving Loans and Class B Revolving Loans (allocated pro rata between (A) and (B)), (y) the proposed new Lenders (each, an “Accordion Lender”) that have agreed to accept a Revolving Commitment (solely to the extent such Accordion Increase has not been accepted by the Class A Revolving Lenders or the Class B Revolving Lenders), and (z) such Accordion Lender’s proposed commitment in respect of the requested Accordion Increase. The Accordion Notice shall be accompanied by evidence, satisfactory to the Facility Agent shall use commercially reasonable efforts and the Class B Agent of compliance with the Financial Covenants on a pro forma basis after giving effect to arrange for additional commitments the proposed Accordion Increase. Each Class A Revolving Committed Lender, Class A Revolving Conduit Lender and Class B Revolving Lender will have the option, but not the obligation, to participate as an Accordion Lender, which participation will be evidenced by notice in writing from the Lenders applicable Lender to the Borrower within ten (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion10) in an aggregate amount equal to $200,000,000.00 Business Days of the date following the Accordion Notice (the “AccordionAccordion Participation Deadline”). Notwithstanding If any Lender declines or fails to confirm its participation in the foregoingAccordion Increase by the Accordion Participation Deadline, the decision portion of the Accordion Increase proposed to have been allocated to such Lender may be allocated to any Accordion Lender in the Borrower’s discretion for a period of 90 days following the Accordion Participation Deadline. (ii) Each Accordion Notice will be accompanied by a proposed amending agreement (the “Amending Agreement”) containing amendments to provide this Agreement necessary to facilitate such additional commitment Accordion Increase on the terms set forth in Section 0. Upon receipt of commitments, the (iii) Upon the execution and delivery of an accordion agreement by an Accordion Lender (in the form prescribed in the Amending Agreement), such Accordion Lender shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders become a party theretoto this Agreement as a Class A Revolving Committed Lender or Class B Lender, and such other terms and conditions which are acceptable as the case may be, all references to Borrower, Agent, the Lenders, a Class A Revolving Committed Lender or the lenders thereto, each Class B Lender in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion Credit Document shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%context so admits) and Agent used a lower NOI to calculate include such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review Accordion Lender and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent increases in the Class A Revolving Maximum Amount and the final determination of the Debt Yield Class B Revolving Commitments as specified in such Accordion Notice shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)become effective.

Accordion Feature. Provided 2.2.1 Subject to the terms and conditions hereof, the Borrowers may from time to time make a request of the Lenders to increase the Credit by an amount not exceeding (in respect of all such requests) the aggregate of Three Hundred Seventy Five Million Dollars ($375,000,000) (the “Accordion Amount”); provided that (i) the Borrowers shall not make more than two such requests in any one fiscal year of ATS and (ii) the increase in the total Commitments in respect of the Credit pursuant to any such request shall be at least an amount (the “Accordion Minimum Request”) equal to Twenty Five Million Dollars ($25,000,000) (or the balance of the Accordion Amount if less than Twenty Five Million Dollars). The Borrowers shall make such request by giving notice to the Agent, which notice shall set forth the amount (which shall be no less than the Accordion Minimum Request) of the requested increase (the “Accordion Requested Increase”) and such other details with respect to such increase as the Agent shall reasonably request. The Agent shall promptly send a copy of such notice to each Lender and each such Lender shall have the right, but not the obligation, to increase its Commitment in respect of the Credit and shall have a period of fifteen (15) days from the date of delivery of such notice to notify the Agent and the Borrowers whether or not such Lender elects to so increase its Commitment in respect of the Credit, and if it does so elect to increase its Commitment, by what amount. If any Lender does not provide such notice within such time, such Lender shall be deemed to have declined to increase its Commitment. Notwithstanding anything to the contrary herein, (A) no Lender shall have any obligation to provide any increase in its Commitment in respect of the Credit and (B) any Lender may increase its respective Commitment without the consent of any other Lender. 2.2.2 If the full amount of the Accordion Requested Increase is met by the Lenders in response to the Borrowers’ request pursuant to Section 2.2.1, then subject to Sections 2.2.5 and 2.2.6, the then current maximum amount of the Credit shall be increased on the Increase Effective Date by an amount equal to the Accordion Requested Increase, each of the Commitments of the Lenders in respect of the Credit, shall be increased by the amount agreed to by such Lender (or a lesser amount as allocated by the Agent and the Borrowers to the extent a Lender has agreed to increase its Commitment beyond its Applicable Percentage of the Accordion Requested Increase, and the Lenders have agreed to increase their Commitments in the aggregate in an amount greater than the Accordion Requested Increase), and the Agent shall notify the Borrowers and each of the Lenders to that effect. 2.2.3 To the extent the Accordion Requested Increase is not fully met by the Lenders pursuant to Sections 2.2.1 and 2.2.2, the Borrowers may, to achieve the full amount of the Accordion Requested Increase, invite additional lenders that are not then a party to this Agreement to fund any shortfall (the “Accordion Shortfall”) in the Accordion Requested Increase. Prior to any such invitation by the Borrowers, the Borrowers shall first submit a list of proposed additional lenders for review and approval by the Agent and the Issuing Bank, which approval shall not be unreasonably withheld or delayed. Should an additional lender be included to fund the Accordion Shortfall, each such lender (a “New Lender”) shall execute an adhesion agreement in the form attached as Schedule J hereto (the “Adhesion Agreement”) pursuant to which the New Lender shall agree to become a Lender and be bound by the terms of this Agreement, with an initial Commitment, subject to Sections 2.2.4 and 2.2.5, in the amount set forth in the Adhesion Agreement. The Lenders (other than the Issuing Bank as contemplated above) shall have no right of approval with respect to a New Lender becoming a Lender or the amount of such New Lender’s Commitment, provided, however, that the aggregate amount of the Commitments of all New Lenders shall not exceed the then outstanding Accordion Shortfall. 2.2.4 If the Lenders and/or New Lenders have agreed to increase the total Commitments in respect of the Credit in accordance with this Section 2.2, the Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”) and the Agent shall promptly notify each of the Lenders, any New Lender, if applicable, and the Borrowers of the final allocation of such increase, and the Increase Effective Date. Subject to the conditions precedent in Section 2.2.5, the then current maximum amount of the Credit shall be increased on the Increase Effective Date by an amount equal to the increase in and additional Commitments agreed to in accordance with this Section 2.2 (or such lesser amount as allocated by the Agent and the Borrowers in the event the agreed to Accordion Requested Increases or additional Commitments are, in the aggregate, greater than the Accordion Amount). On the Increase Effective Date, each of the Lenders having a Commitment in respect of the Credit prior to such Increase Effective Date (the “Pre-Increase Lenders”) shall assign to any Lender which is providing additional or a new Commitment in respect of the Credit on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from the Pre-Increase Lenders, at the principal or face amount thereof, as applicable, such interests in the Advances and participation interests in Letters of Credit outstanding under the Credit on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Advances and participation interests in Letters of Credit will be held by Pre-Increase Lenders and Post-Increase Lenders in accordance with their Applicable Percentage in respect of the Credit after giving effect to the increase in the total Commitment. If any LIBOR Advances, XXXXXXX Advances, Daily Simple XXXXX Advances or Bankers’ Acceptances are outstanding on the Increase Effective Date, such LIBOR Advances, XXXXXXX Advances, Daily Simple XXXXX Advances and Xxxxxxx’ Acceptances shall not be broken but instead shall remain outstanding until the maturity of the then current LIBOR Period, EURIBOR Period, XXXXX Period or B/ABA maturity date as applicable in accordance with the Applicable Percentages of the Pre-Increase Lenders such that Advances made by a Pre-Increase Lender may be temporarily in excess of its Applicable Percentage. Advances subsequent to the Increase Effective Date shall be funded firstly by the Post-Increase Lenders and subsequent prepayments or cancellations under the Credit shall be applied firstly to Pre-Increase Lenders, in each case until such time as each Lender’s Advances are again proportionate to such Xxxxxx’s Applicable Percentage. 2.2.5 Notwithstanding any other provision hereof, as a condition precedent to any increase in the Credit and any increase in or addition of any Commitment of any Lender pursuant to this Section 2.2, (i) the Agent shall have received, in the event of the addition of a New Lender, the Adhesion Agreement duly executed by the Borrowers and the New Lender, whereupon the Agent and the Issuing Bank shall duly execute the Adhesion Agreement; (ii) the Agent shall have received certified copies of all corporate action taken by each of the Obligors to authorize such increase, and the execution and delivery of any Adhesion Agreement, to the extent applicable; and (iii) at the time of the increase no Default or Event of Default has shall have occurred and is then continuingbe continuing or would result from the increase, upon and the request Borrowers shall have delivered to the Agent a currently dated certificate of Borrowera senior officer of the Borrowers certifying as to the same. 2.2.6 Following an increase in the maximum amount of the Credit pursuant to this Section 2.2, the Agent shall use commercially reasonable efforts make such changes as are necessary to arrange for additional commitments from Schedule B hereto to reflect the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower increase in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)Commitments.

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) From time to time (x) after TES Member’s Remaining Commitment has been reduced to $0.00 and (y) prior to the Loan-to-Value RatioFunding Termination Date, based upon an updated Appraisal ordered by Agent at Borrower’s expensethe Board shall have the right, but not exceeding fifty percent the obligation, to deliver written notice (50%) on each, an “Accordion Capital Call”) to TES Member giving TES Member the option to fund an amount up to the Accordion Amount as is” basisadditional Capital Contributions to the Company in exchange for additional Series A Preferred Units issued by the Company (such additional Series A Preferred Units issued, the “Accordion Units”); provided, that: (i) TES Member is not required to make any additional Capital Contributions pursuant to this Section 4.5 and any purchase by TES Member of any Accordion Units offered for purchase under an Accordion Capital Call shall be at TES Member’s sole option; and (ii) the aggregate amount of Accordion Units offered for purchase under this Section 4.5(a) shall not exceed the Accordion Amount without Preferred Approval. (b) Each notice of an Accordion Capital Call shall (i) state the NOI purpose of the Property providing for a Debt Yield Accordion Capital Call, which purpose must be in furtherance of the Business, (ii) be in an amount not less than sixteen percent $20,000,000; provided, that such $20,000,000 limitation shall not apply if at such time the Accordion Amount less all Accordion Units purchased under this Section 4.5 is less than $20,000,000, in which case the amount of such Accordion Capital Call shall equal such lesser amount in its entirety and (16%iii) based on be due and payable not less than 15 Business Days after the Loan Amount, and date of receipt by TES Member of notice of such Accordion Capital Call. (c) Borrower paying all costs and expenses of Agent and Notwithstanding anything to the Lenders contrary in connection therewith. The Accordion feature this Agreement, TES Member shall be availablepermitted to assign (in its sole discretion and without the consent of the Company, in accordance the Board or any other Person) all or a portion of its rights and obligations with respect to all or any 32 portion of the provisions Accordion Amount to one or more Persons who constitute Series A Permitted Transferees of TES Member; provided, that (i) TES Member shall give notice to the Company of such assignment; (ii) such transferee or recipient agrees to be bound by the terms of this Section 2.7Agreement by executing and delivering (together with such Person’s spouse, during if applicable) an Adoption Agreement and (iii) TES Member shall remain obligated in the entire term of the Loan including the extension periods. Notwithstanding the foregoing, event such transferee breaches any such assigned obligations with respect to the extent that Borrower has repaid any portion of the Loan Accordion Amount. (d) Upon receipt by the Company of any additional Capital Contributions made by TES Member in accordance with Section 4.5(a) (or its assignee in accordance with Section 4.5(c)), Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or TES Member or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expensesassignee, as applicable, shall be issued a number of Accordion Units equal to provide the quotient of (x) the amount of such additional Capital Contribution paid divided by (y) the Series A Preferred Issue Amount. (e) If TES Member declines to Borrower and/or its representatives purchase any Accordion Units offered for purchase under an Accordion Capital Call in accordance with Section 4.5(a), the basis Company may, at the election of the Board, offer and sell the remaining Accordion Units contemplated by such Accordion Capital Call to any Third-Party Purchaser without the need for and details surrounding such determination any consent or approval of any other Member under this Agreement (including under Section 6.8); provided, however, that such issuance shall be on terms and conditions no more favorable to such Third-Party Purchaser than those terms and conditions set forth in the duration Accordion Capital Call or upon which TES Member acquired any other Series A Preferred Units in accordance with this Agreement and the Preferred Purchase Agreement. For the avoidance of doubt, TES Member’s election not to purchase Accordion Units offered under an Accordion Capital Call shall not constitute a waiver of TES Member’s right to purchase Accordion Units offered in a subsequent Accordion Capital Call and any Accordion Units offered in a subsequent Accordion Capital Call shall be first offered to TES Member in accordance with Section 4.5(a). (f) Notwithstanding anything to the contrary in this Agreement or any Other Transaction Document, in no event shall the Company be authorized to issue or sell any Accordion Units at any time in which any Bankruptcy Event (i) has occurred and, at the time of such review and Accordion Capital Call, is pending with respect to Summit Parent or any of its Controlled Affiliates (other than the provision Company or any of its Subsidiaries) or (ii) has occurred (regardless of whether such Bankruptcy Event is pending at the time of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and Accordion Capital Call) with respect to the final determination Company or any of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)Subsidiaries.

Accordion Feature. Provided (a) The Borrower may, at any time and from time to time, request an increase in the principal amount of the Credit (each, an "Accordion Request"); provided that: (i) the aggregate principal amount of all increases in the Credit pursuant to this Section 2.14(a) shall not exceed US$150,000,000 in the aggregate for all Accordion Requests and (ii) no Default or Event of Default has shall have occurred and is then continuingbe continuing or would result therefrom. Each Accordion Request made under this Section 2.14(a) shall be submitted by the Borrower to the Agent (which shall promptly forward copies to each Lender). Each Accordion Request may specify any fees offered to those Lenders which agree to increase their Commitment (each such Lender, an "Increasing Lender"), which fees may be variable based upon the request amount by which any such Increasing Lender is willing to increase the principal amount of its Commitment (which for greater certainty, need not be equal to such Increasing Lender's Applicable Percentage of the Credit existing immediately prior to receipt of such Accordion Request). No Lender shall have any obligation, express or implied, to offer to increase or accept the Borrower's offer to increase its Commitment. Only the consent of each Increasing Lender shall be required for an increase in such Lender's Commitment pursuant to this Section 2.14(a). No Lender which declines to increase its Commitment may be replaced with respect to its existing Commitment as a result thereof without such Lender's consent. (b) Each Increasing Lender shall as soon as practicable after each Accordion Request is submitted by the Borrower to the Agent, specify in writing to the Borrower and the Agent shall use commercially reasonable efforts the amount of the proposed increase that it is willing to arrange for additional commitments from assume. The Borrower (in consultation with the Agent) may accept some or all of the offered amounts or designate new lenders (on terms that are no more favourable than those offered to the Lenders except with respect to the allocation of any accordion or commitment fee) that qualify as an Eligible Assignee under this Agreement, as additional Lenders (and, if necessary, lenders who are not a party hereto, provided that any each such new lender is being a "New Accordion Lender"), which New Accordion Lenders may assume all or a portion of the increase in the Credit; provided that such New Accordion Lenders must be approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, Issuing Banks (not to be unreasonably withheld or delayed). The Borrower shall have sole discretion to adjust the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI allocation of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on increased Commitments among Increasing Lenders and New Accordion Lenders provided that the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled take into account any exposure limitations specified by the Agent or an Issuing Bank with respect to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)Lender.

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower Increase in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, Facility C (a) Subject to this Clause 2.3, during the Loan-to-Value RatioAccordion Period, based upon the Borrower may by written notice to the Agent request that the Total Facility C Commitments be increased (and the Total Facility C Commitments shall be so increased) as follows: (i) the increased Facility C Commitments will be assumed by: (A) one or more Lenders; or (B) any other person which is an updated Appraisal ordered by Agent at Borrower’s expenseEligible Lender, not exceeding fifty percent (50%) on each an “as is” basis, (bIncrease Lender”) selected by the NOI Borrower and each of which has confirmed its willingness to assume and does assume such part of the Property providing for increased Facility C Commitments which it is to assume; (ii) that Increase Lender shall become a Debt Yield Party as a “Facility C Lender” and: (A) each of not less than sixteen percent the Obligors and that Increase Lender shall assume obligations towards one another and/or acquire rights against one another; and (16%B) based on each of the Loan Amountother Finance Parties and that Increase Lender shall assume obligations towards one another and acquire rights against one another, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be availableeach case, in accordance with the provisions of this Section 2.7, during the entire term Finance Documents; (iii) the Commitments of the Loan other Lenders then subsisting shall continue in full force and effect; (iv) any increase in the Total Facility C Commitments shall take effect on the date specified by the Borrower in the Increase Confirmation or any later date on which the conditions set out in paragraph (b) below are satisfied (the “Establishment Date”); (v) any such increase constituting Available Facility in respect of Facility C shall be available for drawing by the Borrower for the period from and including its Establishment Date to and including the extension periods. Notwithstanding date which is 60 days after that date in accordance with this Agreement, and any part of that Available Facility which is undrawn at the foregoingclose of business in Singapore on the last day of that period shall be automatically cancelled; (vi) (A) the Margin applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be the applicable percentage(s) per annum and (B) the fees applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be the applicable amount(s) or percentage(s), in each case as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation; (vii) the repayment schedule applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation, provided that such repayment schedule shall comply with Clause 7.3 (Repayment of Facility C Loans); (viii) (to the extent different from those contained in the Finance Documents) the terms relating to mandatory prepayment applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be as agreed between the Borrower and the relevant Increase Lenders to which that Borrower has repaid any portion of Loan relates, as set out in the Loan Amountrelevant Increase Confirmation, Borrower provided that those terms shall not be entitled more favourable to re-borrow the same. Agent hereby agrees relevant Increase Lenders than those for the benefit of the Facility A Lenders as contained in the Finance Documents; and (ix) each Increase Confirmation may, without the consent of any Lender (other than the Increase Lenders to which that ifIncrease Confirmation relates), effect such amendments to this Agreement and the other Finance Documents: (A) which are of a technical nature; or (B) which do not directly affect any Lender (other than the Increase Lenders to which that Increase Confirmation relates), as, in the reasonable opinion of the Agent’s reasonable determination, may be necessary or appropriate for giving full effect to the provisions of this Clause 2.3. (b) An increase in the Total Facility C Commitments will only be effective on: (i) the receipt by the Agent has determined of a certificate signed by a director or chief financial officer of the Borrower and each Guarantor, certifying that such increase shall not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded; (ii) the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than execution by the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination Borrower of an Increase Confirmation from the relevant Increase Lender in compliance with the provisions of this Agreement (including, without limitation, Clause 7.3 (Repayment of Facility C Loans)); and (iii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase: (A) the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and (B) the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the Debt Yield increased Facility C Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Borrower and the Increase Lender, provided that no Default is continuing or would reasonably be expected to result from such increase. (c) The Total Facility C Commitments shall be unilaterally made not, at any time, exceed S$1,000,000,000 (or its equivalent in another currency or currencies). (d) An increase in the Total Facility C Commitments under this Clause 2.3 may only take place when the Available Facility in respect of Facility C is, at that time, zero. (e) Each Increase Lender, by Agent). In additionexecuting the Increase Confirmation, Agent hereby agrees that if Agent determines confirms (for the avoidance of doubt) that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based Agent has authority to execute on Agent’s determination thereof is lower than the Appraised Value as reflected its behalf any amendment or waiver that has been approved by or on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination behalf of the Appraised Value by Agent requisite Lender or Lenders in accordance with Borrower and/or its representatives this Agreement on or prior to the date on which the increase becomes effective. (provided, however, f) Clause 24.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent).Clause to:

Accordion Feature. Provided no Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower Increase in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, Facility C (a) Subject to this Clause 2.3, during the Loan-to-Value RatioAccordion Period, based upon the Borrower may by written notice to the Agent request that the Total Facility C Commitments be increased (and the Total Facility C Commitments shall be so increased) as follows: (i) the increased Facility C Commitments will be assumed by: (A) one or more Lenders; or (B) any other person which is an updated Appraisal ordered by Agent at Borrower’s expenseEligible Lender, not exceeding fifty percent (50%) on each an “as is” basis, (bIncrease Lender”) selected by the NOI Borrower and each of which has confirmed its willingness to assume and does assume such part of the Property providing for increased Facility C Commitments which it is to assume; (ii) that Increase Lender shall become a Debt Yield Party as a “Facility C Lender” and: (A) each of not less than sixteen percent the Obligors and that Increase Lender shall assume obligations towards one another and/or acquire rights against one another; and (16%B) based on each of the Loan Amountother Finance Parties and that Increase Lender shall assume obligations towards one another and acquire rights against one another, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be availableeach case, in accordance with the provisions of this Section 2.7, during the entire term Finance Documents; (iii) the Commitments of the Loan other Lenders then subsisting shall continue in full force and effect; WTL/1019005126/Third Amended and Restated FA (iv) any increase in the Total Facility C Commitments shall take effect on the date specified by the Borrower in the Increase Confirmation or any later date on which the conditions set out in paragraph (b) below are satisfied (the “Establishment Date”); (v) any such increase constituting Available Facility in respect of Facility C shall be available for drawing by the Borrower for the period from and including its Establishment Date to and including the extension periods. Notwithstanding date which is 60 days after that date in accordance with this Agreement, and any part of that Available Facility which is undrawn at the foregoingclose of business in Singapore on the last day of that period shall be automatically cancelled; (vi) (A) the Margin applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be the applicable percentage(s) per annum and (B) the fees applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be the applicable amount(s) or percentage(s), in each case as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation; (vii) the repayment schedule applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be as agreed between the Borrower and the relevant Increase Lenders to which that Loan relates, as set out in the relevant Increase Confirmation, provided that such repayment schedule shall comply with Clause 7.3 (Repayment of Facility C Loans); (viii) (to the extent different from those contained in the Finance Documents) the terms relating to mandatory prepayment applicable to any Facility C Loan borrowed (or to be borrowed) under any such increase shall be as agreed between the Borrower and the relevant Increase Lenders to which that Borrower has repaid any portion of Loan relates, as set out in the Loan Amountrelevant Increase Confirmation, Borrower provided that those terms shall not be entitled more favourable to re-borrow the same. Agent hereby agrees relevant Increase Lenders than those for the benefit of the Facility A Lenders as contained in the Finance Documents; and (ix) each Increase Confirmation may, without the consent of any Lender (other than the Increase Lenders to which that ifIncrease Confirmation relates), effect such amendments to this Agreement and the other Finance Documents: (A) which are of a technical nature; or (B) which do not directly affect any Lender (other than the Increase Lenders to which that Increase Confirmation relates), as, in Agent’s the reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination opinion of the Debt Yield shall Agent, may be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that necessary or appropriate for giving full effect to the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination provisions of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)this Clause 2.3.

Accordion Feature. Provided 2.2.1 Subject to the terms and conditions hereof, the Borrowers may from time to time make a request of the Lenders to increase the Credit by an amount not exceeding (in respect of all such requests) the aggregate of Three Hundred Seventy Five Million Dollars ($375,000,000) (the “Accordion Amount”); provided that (i) the Borrowers shall not make more than two such requests in any one fiscal year of ATS and (ii) the increase in the total Commitments in respect of the Credit pursuant to any such request shall be at least an amount (the “Accordion Minimum Request”) equal to Twenty Five Million Dollars ($25,000,000) (or the balance of the Accordion Amount if less than Twenty Five Million Dollars). The Borrowers shall make such request by giving notice to the Agent, which notice shall set forth the amount (which shall be no less than the Accordion Minimum Request) of the requested increase (the “Accordion Requested Increase”) and such other details with respect to such increase as the Agent shall reasonably request. The Agent shall promptly send a copy of such notice to each Lender and each such Lender shall have the right, but not the obligation, to increase its Commitment in respect of the Credit and shall have a period of fifteen (15) days from the date of delivery of such notice to notify the Agent and the Borrowers whether or not such Lender elects to so increase its Commitment in respect of the Credit, and if it does so elect to increase its Commitment, by what amount. If any Lender does not provide such notice within such time, such Lender shall be deemed to have declined to increase its Commitment. Notwithstanding anything to the contrary herein, (A) no Lender shall have any obligation to provide any increase in its Commitment in respect of the Credit and (B) any Lender may increase its respective Commitment without the consent of any other Lender. 2.2.2 If the full amount of the Accordion Requested Increase is met by the Lenders in response to the Borrowers’ request pursuant to Section 2.2.1, then subject to Sections 2.2.5 and 2.2.6, the then current maximum amount of the Credit shall be increased on the Increase Effective Date by an amount equal to the Accordion Requested Increase, each of the Commitments of the Lenders in respect of the Credit, shall be increased by the amount agreed to by such Lender (or a lesser amount as allocated by the Agent and the Borrowers to the extent a Lender has agreed to increase its Commitment beyond its Applicable Percentage of the Accordion Requested Increase, and the Lenders have agreed to increase their Commitments in the aggregate in an amount greater than the Accordion Requested Increase), and the Agent shall notify the Borrowers and each of the Lenders to that effect. 2.2.3 To the extent the Accordion Requested Increase is not fully met by the Lenders pursuant to Sections 2.2.1 and 2.2.2, the Borrowers may, to achieve the full amount of the Accordion Requested Increase, invite additional lenders that are not then a party to this Agreement to fund any shortfall (the “Accordion Shortfall”) in the Accordion Requested Increase. Prior to any such invitation by the Borrowers, the Borrowers shall first submit a list of proposed additional lenders for review and approval by the Agent and the Issuing Bank, which approval shall not be unreasonably withheld or delayed. Should an additional lender be included to fund the Accordion Shortfall, each such lender (a “New Lender”) shall execute an adhesion agreement in the form attached as Schedule J hereto (the “Adhesion Agreement”) pursuant to which the New Lender shall agree to become a Lender and be bound by the terms of this Agreement, with an initial Commitment, subject to Sections 2.2.4 and 2.2.5, in the amount set forth in the Adhesion Agreement. The Lenders (other than the Issuing Bank as contemplated above) shall have no right of approval with respect to a New Lender becoming a Lender or the amount of such New Lender’s Commitment, provided, however, that the aggregate amount of the Commitments of all New Lenders shall not exceed the then outstanding Accordion Shortfall. 2.2.4 If the Lenders and/or New Lenders have agreed to increase the total Commitments in respect of the Credit in accordance with this Section 2.2, the Agent and the Borrowers shall determine the effective date of such increase (the “Increase Effective Date”) and the Agent shall promptly notify each of the Lenders, any New Lender, if applicable, and the Borrowers of the final allocation of such increase, and the Increase Effective Date. Subject to the conditions precedent in Section 2.2.5, the then current maximum amount of the Credit shall be increased on the Increase Effective Date by an amount equal to the increase in and additional Commitments agreed to in accordance with this Section 2.2 (or such lesser amount as allocated by the Agent and the Borrowers in the event the agreed to Accordion Requested Increases or additional Commitments are, in the aggregate, greater than the Accordion Amount). On the Increase Effective Date, each of the Lenders having a Commitment in respect of the Credit prior to such Increase Effective Date (the “Pre-Increase Lenders”) shall assign to any Lender which is providing additional or a new Commitment in respect of the Credit on the Increase Effective Date (the “Post-Increase Lenders”), and such Post-Increase Lenders shall purchase from the Pre-Increase Lenders, at the principal or face amount thereof, as applicable, such interests in the Advances and participation interests in Letters of Credit outstanding under the Credit on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Advances and participation interests in Letters of Credit will be held by Pre-Increase Lenders and Post-Increase Lenders in accordance with their Applicable Percentage in respect of the Credit after giving effect to the increase in the total Commitment. If any LIBOR Advances or Bankers’ Acceptances are outstanding on the Increase Effective Date, such LIBOR Advances and Bankers’ Acceptances shall not be broken but instead shall remain outstanding until the maturity of the then current LIBOR Period or B/A maturity date as applicable in accordance with the Applicable Percentages of the Pre-Increase Lenders such that Advances made by a Pre-Increase Lender may be temporarily in excess of its Applicable Percentage. Advances subsequent to the Increase Effective Date shall be funded firstly by the Post-Increase Lenders and subsequent prepayments or cancellations under the Credit shall be applied firstly to Pre-Increase Lenders, in each case until such time as each Lender’s Advances are again proportionate to such Lendxx’x Applicable Percentage. 2.2.5 Notwithstanding any other provision hereof, as a condition precedent to any increase in the Credit and any increase in or addition of any Commitment of any Lender pursuant to this Section 2.2, (i) the Agent shall have received, in the event of the addition of a New Lender, the Adhesion Agreement duly executed by the Borrowers and the New Lender, whereupon the Agent and the Issuing Bank shall duly execute the Adhesion Agreement; (ii) the Agent shall have received certified copies of all corporate action taken by each of the Obligors to authorize such increase, and the execution and delivery of any Adhesion Agreement, to the extent applicable; and (iii) at the time of the increase no Default or Event of Default has shall have occurred and is then continuingbe continuing or would result from the increase, upon and the request Borrowers shall have delivered to the Agent a currently dated certificate of Borrowera senior officer of the Borrowers certifying as to the same. 2.2.6 Following an increase in the maximum amount of the Credit pursuant to this Section 2.2, the Agent shall use commercially reasonable efforts make such changes as are necessary to arrange for additional commitments from Schedule B hereto to reflect the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower increase in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)Commitments.

Accordion Feature. Provided (a) Kinross Canada may, by notice to the Administrative Agent (an "ACCORDION NOTICE"), from time to time request that the amount of the Total Commitment Amount be increased by an aggregate amount of up to U.S. $75,000,000 (in the aggregate for all Accordion Notices) specifying the Lenders and/or proposed new Lenders that have agreed to accept Individual Commitments in the aggregate amount of such requested increase. Promptly following receipt of an Accordion Notice, the Administrative Agent shall promptly notify the Bullion Fronting Lender and the Issuing Lender and shall request each of the Bullion Fronting Lender and the Issuing Lender to approve such increase. (b) Promptly following receipt of an Accordion Notice from the Administrative Agent pursuant to Section 2.2(a), each of the Bullion Fronting Lender and the Issuing Lender shall promptly notify the Administrative Agent whether or not it approves of the increase in the Total Commitment Amount requested in such Accordion Notice. If either the Issuing Lender or the Bullion Fronting Lender does not approve such increase, then no increase in the Total Commitment Amount shall take place pursuant to this Section 2.2. (c) Upon receipt of a notice pursuant to Section 2.2(b), each Accordion Lender that is an existing Lender shall send a confirming letter to the Administrative Agent confirming that it has agreed to increase its Individual Commitment and setting out the amounts of that increase and advising whether it is a Canadian Lender and/or a U.S. Lender with respect thereto. The increase in that Accordion Lender's Individual Commitment shall, subject to Section 2.2(f), take place with effect from the first Banking Day following the date of the delivery of such notice to the Administrative Agent. Upon any such increase of that Accordion Lender's Individual Commitment, Schedule A hereto shall be deemed to be amended to increase the Individual Commitment of that Accordion Lender by the amount of such increase. (d) Any Accordion Lender that is not an existing Lender must be acceptable to each of the Administrative Agent and the Issuing Lender and the Bullion Fronting Lender acting in their discretion exercised reasonably. Upon delivery to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender of an Accordion Agreement executed by Kinross Canada and an Accordion Lender that is so acceptable to the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender, the Administrative Agent, the Issuing Lender and the Bullion Fronting Lender shall promptly execute and deliver such Accordion Agreement whereupon this agreement and each other Credit Document shall, subject to Section 2.2(f), henceforth be read and construed as if such Accordion Lender were party to this agreement as a Lender having all of the rights and obligations of a Lender expressed herein with respect to the Individual Commitment that the Accordion Lender has agreed to accept and all references to any Lenders in any Credit Document shall (to the extent the context so admits) be construed accordingly. Consequent thereto, Schedule A hereto shall be deemed to be amended to add the Individual Commitment of such Accordion Lender. Each Lender irrevocably appoints, authorizes and directs the Administrative Agent, as its attorney and agent, with full power of substitution and delegation, to complete and execute on its behalf each Accordion Agreement relating to each Accordion Lender. Each Lender agrees that it will be bound by the terms of each such Accordion Agreement so completed and executed by the Administrative Agent. Each Borrower irrevocably appoints, authorizes and directs Kinross Canada, as its attorney and agent, with full power of substitution and delegation, to complete and execute on behalf of such Borrower an Accordion Agreement relating to each Accordion Lender. Each Borrower agrees that it shall be bound by the terms of each such Accordion Agreement so completed and executed by Kinross Canada. (e) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the increased Individual Commitments arising pursuant to Section 2.2(c) or (d). (f) No increase in the Total Commitment Amount shall be permitted at any time that a Default or Event of Default has occurred and is then continuing, upon the request of Borrower, Agent shall use commercially reasonable efforts to arrange for additional commitments from the Lenders (and, if necessary, lenders who are not a party hereto, provided that any such new lender is approved by Borrower in its reasonable discretion) in an aggregate amount equal to $200,000,000.00 (the “Accordion”). Notwithstanding the foregoing, the decision of any Lender to provide such additional commitment shall be subject to the sole and absolute discretion of such Lender. Such Accordion shall be subject to new pricing by Agent and the Lenders, or the lenders a party thereto, and such other terms and conditions which are acceptable to Borrower, Agent, the Lenders, or the lenders thereto, each in its respective sole and absolute discretion and to the credit committee approval of each Lender as lender thereto. In addition, the advance of any such Accordion shall be conditioned upon, among other things, (a) the Loan-to-Value Ratio, based upon an updated Appraisal ordered by Agent at Borrower’s expense, not exceeding fifty percent (50%) on an “as is” basis, (b) the NOI of the Property providing for a Debt Yield of not less than sixteen percent (16%) based on the Loan Amount, and (c) Borrower paying all costs and expenses of Agent and the Lenders in connection therewith. The Accordion feature shall be available, in accordance with the provisions of this Section 2.7, during the entire term of the Loan including the extension periods. Notwithstanding the foregoing, to the extent that Borrower has repaid any portion of the Loan Amount, Borrower shall not be entitled to re-borrow the same. Agent hereby agrees that if, in Agent’s reasonable determination, Agent has determined that the Debt Yield is less than sixteen percent (16%) and Agent used a lower NOI to calculate such Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be shall be unilaterally made by Agent). In addition, Agent hereby agrees that if Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with the proposed Accordion, Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be shall be unilaterally made by Agent)outstanding.