Common use of (b) Clause in Contracts

(b). If the Borrower so requests in any applicable Letter of Credit Request, the applicable Issuing Lender may agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clause (ii) of this Section 2.05(b) prior to 1:00 p.m. at least five (5) Business Days (or such lesser number of Business Days as shall be acceptable to the Administrative Agent) prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Each Appropriate Lender may reject all, but not less than all, of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clause (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such ▇▇▇▇▇▇’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the Declined Proceeds. If a Lender fails to permit such extension or (2) from deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) at least five Business Days prior to 1:00 p.m. on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) and (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period (commencing with the Administrative Agent and the Borrower no later than 5:00 p.m. three Business Days after the date of issuance such Lender’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If The Borrower will compensate each Lender upon demand for all losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund or maintain Eurodollar Rate Advances) that such Lender may incur or sustain (i) if for any reason (other than a default by such Lender) a Borrowing or continuation of, or Conversion into, a Eurodollar Rate Advance does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion, (ii) if any repayment, prepayment or Conversion of any Eurodollar Rate Advance occurs on a date other than the last day of an Interest Period applicable thereto (including as a consequence of any assignment made pursuant to Section 2.20 or any acceleration of the maturity of the Advances pursuant to Section 6.1), (iii) if any prepayment of any Eurodollar Rate Advance is not made on any date specified in a notice of prepayment given by the Borrower so requests or (iv) as a consequence of any other failure by the Borrower to make any payments with respect to any Eurodollar Rate Advance when due hereunder. Calculation of all amounts payable to a Lender under this Section 8.4(a) shall be made as though such Lender had actually funded its relevant Eurodollar Rate Advance through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate Advance in any applicable Letter of Credit Request, an amount equal to the applicable Issuing Lender may agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance amount of such Letter of Credit) by giving prior notice Eurodollar Rate Advance, having a maturity comparable to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Daterelevant Interest Period; provided, however, that each Lender may fund its Eurodollar Rate Advances in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 8.4(a). A certificate (which shall be in reasonable detail) showing the bases for the determinations set forth in this Section 8.4(a) by any Lender as to any additional amounts payable pursuant to this Section 8.4(a) shall be submitted by such Issuing Lender shall not permit to the Borrower either directly or through the Agent. Determinations set forth in any such extension if (Acertificate made in good faith for purposes of this Section 8.4(a) of any such Issuing Lender has determined that it would not losses, expenses or liabilities shall be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionconclusive absent manifest error.

(b). If Upon receipt of the Borrower “request for proposal” materials, Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer pursuant to Section 7.01(c)) solicit good faith bids for the rights to service the Mortgage Loans and the Serviced Loan Combinations under this Agreement from at least three (3) Persons qualified to act as a successor Master Servicer hereunder in accordance with Section 6.04 (any such Person so requests in any applicable Letter of Credit Requestqualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders; provided that, the applicable Issuing Lender may Master Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Mortgage Loans under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to issue a Letter be bound by the terms hereof, within 45 days after the notice of Credit that has automatic extension provisions (each, an “Auto-Extension Letter termination of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing the Master Servicer. The Trustee shall select the Qualified Bidder with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day highest cash bid (the “Non-Extension Notice DateSuccessful Bidder”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Dateact as successor Master Servicer hereunder; provided, however, that if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such Issuing Lender Successful Bidder, then the Trustee shall not permit any repeat the bid process described above (but subject to the above-described 45-day time period) until such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time confirmation is obtained. The Trustee shall request the Successful Bidder to issue such Letter of Credit in its revised form (enter into this Agreement as extended) under successor Master Servicer pursuant to the terms hereof (by reason no later than 45 days after notice of the provisions termination of the Master Servicer. Upon the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.1(b3.12 of this Agreement) to and by the Successful Bidder, the Trustee shall remit or otherwise)cause to be remitted to the Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement, or (B) it has the amount of such cash bid received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that Successful Bidder (net of “out-of-pocket” expenses incurred in connection with obtaining such bid and transferring servicing). The Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket expenses incurred in connection with the Required Revolving Credit Lenders have elected not attempt to permit such extension or (2) from sell its rights to service the Administrative AgentMortgage Loans and the Serviced Loan Combinations, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 which expenses are not then satisfied, and in each reimbursed to the party that incurred such case directing such Issuing Lender not expenses pursuant to permit such extensionthe preceding paragraph.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.03(b) prior to 1:00 p.m. at least five (5) Business Days of the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i), (ii) or (iii) of Credit that has automatic extension provisions this Section 2.03(b) by providing written notice (each, an a “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice DateRejection Notice”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that and the Required Revolving Credit Lenders have elected not to permit such extension or Borrower no later than 5:00 p.m. two (2) Business Days prior to such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent, Agent within the Required Revolving Credit Lenders time frame specified above or such Rejection Notice fails to specify the Borrower that one or more principal amount of the applicable conditions specified in Section 7 are not then satisfiedTerm Loans to be rejected, and in each any such case directing failure will be deemed an acceptance of the total amount of such Issuing Lender not to permit such extensionmandatory repayment of Term Loans.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least one (1) Business Day prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such Lender’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If Upon the occurrence of an Event of Default, Borrower so requests in any applicable shall, on the next succeeding Business Day, deposit with Administrative Agent such funds as Administrative Agent may request, up to a maximum amount equal to the aggregate existing Letter of Credit Request, Exposure of all Banks. Any funds so deposited shall be held by Administrative Agent for the applicable Issuing Lender may agree to issue a ratable benefit of all Banks as security for the outstanding Letter of Credit that has automatic extension provisions (eachExposure and the other Obligations, an “Auto-Extension and Borrower will, in connection therewith, execute and deliver such security agreements and other security documents in form and substance satisfactory to Administrative Agent which it may, in its discretion, require. As drafts or demands for payment are presented under any Letter of Credit”, Administrative Agent shall apply such funds to satisfy such drafts or demands. When all Letters of Credit have expired and the Obligations have been repaid in full (and the Commitments of all Banks have terminated) or such Event of Default has been cured to the satisfaction of Required Banks, Administrative Agent shall release to Borrower any remaining funds deposited under this Section 2.1(b); provided that . Whenever Borrower is required to make deposits under this Section 2.1(b) and fails to do so on the day such deposit is due, Administrative Agent or any Bank may, without notice to Borrower, make such Auto-Extension deposit (whether by application of proceeds of any collateral for the Obligations, by transfers from other accounts maintained with any Bank or otherwise) using any funds then available to any Bank of Borrower, any guarantor, or any other Person liable for all or any part of the Obligations. In the event there exists one or more Defaulting Bank, Borrower shall, on the next succeeding Business Day following request from the Administrative Agent, deposit with Administrative Agent such funds as Administrative Agent may reasonably request, up to a maximum Letter of Credit must permit Exposure attributable to such Issuing Lender Defaulting Bank(s) as security for such Defaulting Bank’s Letter of Credit Exposure. As drafts or demands for payment are presented under any Letter of Credit, Administrative Agent shall apply such funds to prevent satisfy drafts or demands attributable to such Defaulting Bank(s). When there are no longer any Defaulting Banks or no longer any Letters of Credit outstanding, the Administrative Agent shall release to Borrower any remaining funds deposited under this paragraph. Notwithstanding anything to the contrary contained herein, Borrower hereby agrees to reimburse each Letter of Credit Issuer, in immediately available funds, for any payment or disbursement made by such extension Letter of Credit Issuer under any Letter of Credit issued by it (x) on the same Business Day such Letter of Credit Issuer makes demand for such reimbursement if such demand is made at least once in each twelve-month period or prior to 11:00 a.m. (commencing New York, New York time) and (y) on the next Business Day after such demand for reimbursement if such demand is made after 11:00 a.m. (New York, New York time). Payment shall be made by Borrower with interest on the amount so paid or disbursed by Letter of Credit Issuer from and including the date payment is made under any Letter of Credit to but excluding the date of issuance payment, at the lesser of (i) the Maximum Lawful Rate, or (ii) the Default Rate. The obligations of Borrower under this paragraph will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by Borrower and until all other Obligations shall have been paid in full. The reimbursement obligations of Borrower under this Section 2.1(b) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of the Loan Papers (including any Letter of Credit Application executed pursuant to this Section 2.1(b)) under and in all circumstances whatsoever and Borrower hereby waives any defense to the payment of such reimbursement obligations based on any circumstance whatsoever, including in any case, the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, counterclaim, defense or other rights which Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, any Bank or any other Person, whether in connection with any Letter of Credit or any unrelated transaction; (iii) any statement, draft or other documentation presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) payment by the Letter of Credit Issuer under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; or (v) by giving prior notice any other circumstance whatsoever, whether or not similar to any of the foregoing. As among Borrower on the one hand, Administrative Agent, and each Bank, on the other hand, Borrower assumes all risks of the acts and omissions of, or misuse of Letters of Credit by, the beneficiary thereof of such Letters of Credit. In furtherance and not later than a day (in limitation of the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such foregoing, neither Administrative Agent, Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for Issuer nor any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders Bank shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.responsible for:

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), the applicable Issuing Lender may agree to issue a Letter (ii), and (iii) of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension this Section 2.05(b) at least once in each twelve-month period (commencing with five Business Days prior to 1:00 p.m. on the date of issuance such prepayment. Each such notice shall specify the date of such Letter prepayment and provide a reasonably detailed calculation of Creditthe amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Notwithstanding any other provision of this Section 2.05(b), (i) by giving prior notice to the beneficiary thereof extent that any or all of the Net Cash Proceeds of any Disposition by a Covenant Entity that is a Foreign Subsidiary of Nexstar Media otherwise giving rise to a prepayment pursuant to Section 2.05(b)(ii) (a “Foreign Disposition”), the Net Cash Proceeds of any Casualty Event of a Covenant Entity that is a Foreign Subsidiary of Nexstar Media (a “Foreign Casualty Event”), or Excess Cash Flow attributable to a Foreign Subsidiary of Nexstar Media would be prohibited or delayed by applicable local law from being repatriated to the United States, the realization or receipt of the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not later than a day (be taken into account in measuring the “Non-Extension Notice Date”) in each such twelve-month period Borrower’s obligation to be agreed upon repay Term Loans at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lendertimes provided in Section 2.05(b)(i), or the Borrower shall not be required to make a specific request prepayment at the time provided in Section 2.05(b)(ii), as the case may be, for so long, but only so long, as the applicable local law will not permit such repatriation to the United States (the Borrower hereby agreeing to cause the applicable Covenant Entity to promptly take all commercially reasonable actions available under the applicable local law to permit such Issuing Lender for repatriation), and once repatriation of any of such extension. Once an Auto-Extension Letter of Credit has been issuedaffected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension amount of such Letter Net Cash Proceeds or Excess Cash Flow permitted to be repatriated (net of Credit at additional taxes payable or reserved against as a result thereof) will be promptly (and in any time to an expiry date event not later than two (2) Business Days after such repatriation) taken into account in measuring the Letter Borrower’s obligation to repay the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith (as set forth in a written notice delivered to the Administrative Agent) that repatriation of Credit Maturity Date; providedany or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or Excess Cash Flow attributable to a Foreign Subsidiary of Nexstar Media would have a material adverse tax consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, however, that such Issuing Lender the amount of the Net Cash Proceeds or Excess Cash Flow so affected shall not permit any such extension if be taken into account in measuring the Borrower’s obligation to repay Term Loans pursuant to this Section 2.05(b); provided that, in the case of this clause (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwiseii), or (B) it has received written notice on or before the day date on which any Net Cash Proceeds from any Foreign Disposition or Foreign Casualty Event so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section 2.05(b)(ii) (or, in the case of Excess Cash Flow, a date on or before the date that is seven Business Days before twelve months after the Non-Extension Notice Date date such Excess Cash Flow would have so required to be applied to prepayments pursuant to Section 2.05(b)(i) unless previously repatriated in which case such repatriated Excess Cash Flow shall have been promptly applied to the repayment of the Term Loans pursuant to Section 2.05(b)(i)), (1x) from the Administrative Agent Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Covenant Entity that is a Foreign Subsidiary of Nexstar Media, less the Required Revolving Credit Lenders amount of additional taxes that would have elected not to permit been payable or reserved against if such extension Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (2y) from such Net Cash Proceeds or Excess Cash Flow are applied to the Administrative Agentrepayment of Indebtedness of a Covenant Entity that is a Foreign Subsidiary of Nexstar Media or, in the Required Revolving Credit Lenders or the Borrower case of such Net Cash Proceeds, by such Covenant Entity that one or more is a Foreign Subsidiary of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not Nexstar Media to permit such extensionmake Investments.

(b). If TPG’s, together with its Affiliates’, Beneficial Ownership of outstanding Common Stock on the Borrower basis of the number of shares of Common Stock issued and outstanding, falls below any percentage threshold set forth in Section 2.1(a) and Section 2.1(b) above, the number of directors that TPG shall be entitled to designate for nomination or appointment at any meeting (or consent in lieu of a meeting) of the Company’s stockholders for the election of members of the Company Board or any Committee thereof shall be reduced to such number that does not exceed the number that TPG is then entitled to designate for nomination or appointment pursuant to the terms and conditions of Section 2.1(a) and Section 2.1(b) above, as applicable, and TPG shall cause one or more, as applicable, of the TPG Nominated Directors to resign as of the date that is the earlier of the end of such TPG Nominated Director’s term and six months from the date on which TPG’s Beneficial Ownership fell below the applicable percentage. If, after the date on which TPG’s Beneficial Ownership fell below the applicable percentage and before the effective date of the TPG Director’s resignation in accordance with the preceding sentence, TPG or its Affiliates acquire additional shares of Common Stock which meet the percentage thresholds set forth in Sections 2.1(a) and 2.1(b) above, then the number of directors that TPG shall be entitled to designate for nomination or appointment at any meeting (or consent in lieu of a meeting) of the Company’s stockholders for the election of members to the Company Board or any Committee thereof shall be increased to the applicable number set forth in Sections 2.1(a) and 2.1 (b) (otherwise, the number of directors that TPG shall be entitled to so requests designate shall be forever so reduced, even if TPG or its Affiliates shall subsequently acquire additional shares of Common Stock). In addition, TPG shall cause any TPG Nominated Director to resign promptly from the Company Board and any Committees on which such TPG Nominated Director serves if such TPG Nominated Director, as determined by the Company Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a director of the Company or a member of any such Committees under any rule or regulation of the SEC, the NYSE or by applicable Law, (ii) has engaged in acts or omissions constituting a breach of the TPG Nominated Director’s duty of loyalty to the Company and its stockholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law or (iv) has engaged in any applicable Letter of Credit Request, transaction involving the applicable Issuing Lender may agree Company from which the TPG Nominated Director derived an improper personal benefit that was not disclosed to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender the Company Board prior to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance authorization of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Datetransaction; provided, however, that that, subject to the limitations set forth in Section 2.1(a) and Section 2.1(b), TPG shall have the right to replace such Issuing Lender shall not permit any resigning TPG Nominated Director with a new TPG Nominated Director, such extension if (A) such Issuing Lender has determined that it would not newly named TPG Nominated Director to be permitted, or would have no obligation, at such time appointed promptly to issue such Letter of Credit the Company Board in its revised form (as extended) under the terms hereof (by reason place of the provisions of Section 3.1(bresigning TPG Nominated Director in the manner set forth in the Company’s governing documents for filling vacancies on the Company Board. Nothing in this paragraph (c) or otherwiseelsewhere in this Agreement (except Section 2.1(e)) shall confer any third-party beneficiary or other rights upon any person designated hereunder as a TPG Nominated Director, whether during or (B) it has received written notice after such person’s service on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionCompany Board.

(b). If the Borrower so requests in any applicable Letter of Credit Request, the applicable Issuing Lender may agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior The Acquiror shall provide written notice to the beneficiary thereof not Seller no later than thirty (30) Business Days after having been sent a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension copy of such Letter Tax Return of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension its approval thereof, or (2) from if the Administrative AgentAcquiror objects to such Tax Return, the Required Revolving Credit Lenders items of dispute and a reasonably detailed explanation of such dispute. To the extent there is a dispute with respect to such Tax Returns, the parties will in good-faith attempt to resolve such dispute; provided, that if such dispute cannot be settled within fifteen (15) days after receipt of Acquiror’s notice of dispute, the disputed items shall be submitted to a mutually agreeable, nationally recognized accounting firm for settlement which firm shall decide solely which position is more correct with respect to the disputed items, and the decision from such firm shall be binding on the parties unless otherwise inconsistent with a Determination that occurs subsequent to such decision. The costs of such accounting firm shall be shared equally between the Seller and the Acquiror. If the Acquiror’s approval or notice of objection (or settlement or conclusion of a Acquiror dispute) for a Tax Return subject to this clause (iii) is not provided within two (2) days prior to the filing date (taking into account all extensions properly obtained) for any such Tax Return, the Parent or the Borrower Seller shall cause such Tax Return to be filed in accordance with the Parent or Seller’s position, provided that one upon a Determination, or more the resolution of a disputed item by the accounting firm or otherwise, the Seller shall cause the Company and the Transferred Subsidiaries to amend and re-file such Tax Returns or otherwise file a request for correcting such Tax Returns to the extent such Tax Returns are inconsistent with such Determination or resolution or settlement of the applicable conditions specified disputed item. The Seller shall cause the Company and the Transferred Subsidiaries not to re-file any such amended Tax Return until first reviewed by the Acquiror, provided, that such Tax Return shall be filed in accordance with a Determination, or the resolution of the dispute by the accounting firm or otherwise in all cases. The Seller and Parent each covenant that all Tax Returns described in Section 7 are not then satisfied, 8.02(a)(i)(B) shall be true and correct in each such case directing such Issuing Lender not to permit such extensionall material respects when filed.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least one (1) Business Day prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such ▇▇▇▇▇▇’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) prior to 1:00 p.m. at least five (5) Business Days on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such Lender’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above, such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least one (1) Business Day prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such Le▇▇▇▇’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If Subject to the foregoing, Administrative Agent may hold and, in its discretion, re-lend to Borrower so requests for the account of such Defaulting Lender the amount of all such payments received and retained by Administrative Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under Section 3.09(b), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any applicable Letter of Credit Requestthe matters governed by Section 12.12(a)(i) through (iii). The provisions of this Section 3.02(g) shall remain effective with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non- Defaulting Lenders, Administrative Agent, Issuing Bank, and Borrower shall have waived, in writing, the applicable application of this Section 3.02(g) to such Defaulting Lender, or (z) the date on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Administrative Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Administrative Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Administrative Agent pursuant to Section 3.02(g)(ii) shall be released to Borrower). The operation of this Section 3.02(g) shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Administrative Agent, Issuing Lender may agree Bank, or to issue the Lenders other than such Defaulting Lender. Any failure by a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Defaulting Lender to prevent any fund amounts that it was obligated to fund hereunder shall constitute a material breach by such extension Defaulting Lender of this Agreement and shall entitle Borrower, at least once in each twelve-month period (commencing their option, upon written notice to Administrative Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Administrative Agent. In connection with the date of issuance arrangement of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing substitute Lender, the Borrower Defaulting Lender shall not have no right to refuse to be required replaced hereunder, and agrees to make execute and deliver a specific request to such Issuing completed form of Assignment and Assumption in favor of the substitute Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders (and agrees that it shall be deemed to have authorized executed and delivered such document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts that may not requirebe due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the applicable Issuing Lender to permit the extension Letters of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity DateCredit); provided, however, that any such Issuing assumption of the Commitment of such Defaulting Lender shall not permit be deemed to constitute a waiver of any of the Lender Groups’ or Borrower’s rights or remedies against any such extension if (ADefaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 3.02(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such Issuing Lender has determined provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that it would cannot be permittedresolved as aforesaid, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the and provisions of this Section 3.1(b3.02(g) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, shall control and in each such case directing such Issuing Lender not to permit such extensiongovern.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least five (5) Business Days (or such lesser number of Business Days as shall be acceptable to the Administrative Agent) prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Each Appropriate Lender may reject all, but not less than all, of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such ▇▇▇▇▇▇’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the Declined Proceeds. If a Lender fails to permit such extension or (2) from deliver a Rejection Notice to the Administrative Agent, Agent within the Required Revolving Credit Lenders time frame specified above or such Rejection Notice fails to specify the Borrower that one or more principal amount of the applicable conditions specified in Section 7 are not then satisfiedTerm Loans to be rejected, and in each any such case directing failure will be deemed an acceptance of the total amount of such Issuing Lender not to permit such extensionmandatory repayment of Term Loans.

(b). If The Lead Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii) or (iii) of this Section 2.05(b) prior to 1:00 p.m. at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Lead Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Lead Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such Lender’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent, Agent within the Required Revolving Credit Lenders time frame specified above or such Rejection Notice fails to specify the Borrower that one or more principal amount of the applicable conditions specified in Section 7 are not then satisfiedTerm Loans to be rejected, and in each any such case directing failure will be deemed an acceptance of the total amount of such Issuing Lender not to permit such extensionmandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrowers (“Retained Declined Proceeds”).

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clause (iii) and clause (viii) of this Section 2.05(b) at any time at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment, the applicable Issuing subsection of this Section 2.05(b) such prepayment is being made under and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Each Appropriate Lender may agree reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clause (iii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice DateRejection Notice”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that and the Required Revolving Credit Lenders have elected not Borrower no later than 2:00 p.m. (New York City time) three (3) Business Days prior to permit the applicable date of such extension or (2) prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds may be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied(such retained amounts, and in each such case directing such Issuing Lender not to permit such extension“Retained Declined Proceeds”).

(b). Section 7.03(b) of the Agreement shall be amended and restated in its entirety as follows: If (i) this Agreement is terminated by Parent or the Borrower so requests in any applicable Letter of Credit Request, the applicable Issuing Lender may agree Company pursuant to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender Section 7.01(b)(iii) and prior to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof Company Stockholders’ Meeting an Acquisition Proposal shall have been made and shall not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed have been withdrawn by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized Person at least ten (but may not require10) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension Company Stockholders’ Meeting, or (2ii) from this Agreement is terminated by Parent pursuant to Section 7.01(c)(ii) and prior to the Administrative Agentdate of the breach giving rise to Parent’s right to terminate under Section 7.01(c)(ii) an Acquisition Proposal shall have been made and shall not have been withdrawn by the applicable Person at least ten (10) Business Days prior to the date of such breach, the Required Revolving Credit Lenders Company will pay, or cause to be paid, to Parent all of Parent’s, Merger Sub’s, Trident’s, K-Z LLC’s and their respective Affiliates’ reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) actually incurred by Parent, Merger Sub, Trident, K-Z LLC and their respective Affiliates on or prior to the Borrower termination of this Agreement in connection with the transactions contemplated by this Agreement (“Parent Expenses”); provided, that one in no event shall the Parent Expenses exceed an amount equal to $10,000,000; provided, further, that if within twelve (12) months after such termination, the Company either consummates an Acquisition Proposal or more enters into a definitive agreement to consummate an Acquisition Proposal and the Company thereafter consummates such Acquisition Proposal (whether or not within such twelve (12) month period), then the Company shall upon consummation of such Acquisition Proposal, pay, or cause to be paid, to Parent an amount equal to the Termination Fee minus the Parent Expenses previously paid by the Company; provided, further, that for the purposes of this Section 7.03(b), references to “ten percent (10%) or more” in the definition of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not term Acquisition Proposal will be deemed to permit such extensionbe references to “fifty percent (50%) or more”.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestLoans (and/or Cash Collateralization of L/C Obligations) required to be made pursuant to clauses (i) through (iii) of this Section 2.04(b) promptly, and in no event more than three Business Days, following the event giving rise to such mandatory prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clause (i) or (ii) of Credit that has automatic extension provisions this Section 2.04(b) by providing written notice (each, an a “Auto-Extension Letter Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day prior to the proposed date of Credit”); provided that such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above, any such Auto-Extension Letter failure will be deemed an acceptance of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance total amount of such Letter mandatory prepayment of Credit) by giving prior notice Term Loans. If a Term Lender delivers a Rejection Notice to the beneficiary thereof not later than a day (Administrative Agent within the “Non-Extension Notice Date”) in each such twelve-month period time frame specified above, but fails to specify the principal amount of the Term Loans to be agreed upon at the time rejected, such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Term Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall will be deemed to have authorized (but may not require) reject the applicable Issuing Lender to permit the extension total amount of such Letter of Credit at any time to an expiry date not later than mandatory prepayment. Any Declined Proceeds remaining thereafter may be retained by the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligationBorrower and/or applied, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason discretion of the provisions of Section 3.1(b) or otherwise)Borrower, or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected for any purpose not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionotherwise prohibited by this Agreement.

(b). If Notwithstanding anything to the Borrower contrary in this Agreement or the other Loan Papers (including, without limitation, Section 14.2), such amendment shall become effectivehereunder and under any Loan Paper in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement so requests long asor any other Loan Paper and (y) if a Benchmark Replacement is determined in accordance with clause (a)(iii) or clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any applicable Letter Loan Paper in respect of Credit Requestany Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Banks without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Paper so long as the Administrative Agent shallhas not have received, within five (5) Business Days of the delivery of such amendment to the Banks, written notices from such Banks that in the aggregate constitute Required Banks, with each such notice stating that such Bank objects to such amendment. To the extent the Replacement Rate is approved by Administrative Agent in connection with this clause (b), the applicable Issuing Lender may agree to issue Replacement Rate shall be applied in a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”)manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by Administrative Agent (it being understood that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) modification by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower Administrative Agent shall not be required to make a specific request require the consent of, or consultation with, any of the Banks).by such time, written notice of objection to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) Benchmark Replacement from the Administrative Agent that Banks comprising the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative AgentBanks. If an Unadjusted Benchmark Replacement is Daily Simple SOFR, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionall interest payments will be payable on a monthly basis.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least one (1) Business Day prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such ▇▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such Letter mandatory repayment of CreditTerm Loans. Any Declined Proceeds shall be retained by the Borrower (“Retained Declined Proceeds”). Notwithstanding any other provision of this Section 2.05(b), (i) by giving prior notice to the beneficiary thereof not later than extent that any or all of the Net Available Cash of any Asset Disposition by a day Restricted Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.05(b)(ii) (the a “Non-Extension Notice DateRestricted Disposition”) in each such twelve-month period or the Net Available Cash of any Casualty Event of a Restricted Subsidiary (a “Restricted Casualty Event”) would be prohibited or delayed by applicable local law from being distributed or otherwise transferred to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing LenderBorrower, the Borrower shall not be required to make a specific request prepayment at the time provided in Section 2.05(b)(ii), for so long, but only so long, as the applicable local law will not permit such distribution or transfer (the Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly take reasonable actions (as determined in the Company’s reasonable business judgment) available under the applicable local law to permit such Issuing Lender repatriation), and once distribution or transfer of any of such affected Net Available Cash is permitted under the applicable local law, the amount of such Net Available Cash permitted to be distributed or transferred (net of additional Taxes payable or reserved against as a result thereof) will be promptly (and in any event not later than five (5) Business Days after such distribution or transfer is permitted (net of additional Taxes payable or reserved against as a result thereof)) taken into account in measuring the Borrower’s obligation to repay the Term Loans pursuant to this Section 2.05(b) to the extent provided herein, (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of the Net Available Cash of any Restricted Disposition or any Restricted Casualty Event would have (x) an adverse Tax #96808608v5 consequence that is not de minimis or (y) would be material constituent document restrictions (as a result of minority ownership by third parties) and other material agreements (so long as any prohibition is not created in contemplation of such prepayment), the amount of the Net Available Cash so affected shall not be taken into account in measuring the Borrower’s obligation to repay Term Loans pursuant to this Section 2.05(b). Notwithstanding the foregoing, (x) the Borrower and its Restricted Subsidiaries will undertake to use reasonable efforts (as determined in the Company’s reasonable business judgment) for one year to overcome or eliminate any such restrictions (subject to the considerations above and as determined in the Borrower’s reasonable business judgment) to make the relevant prepayment and (y) any prepayments required after application of the above provision shall be net of any costs, expenses or Taxes (other than any Taxes already taken into account in the definition of Net Available Cash) incurred by the Borrower or any of its Affiliates and arising as a result of compliance with immediately preceding clause (x). If for any such extension. Once an Auto-Extension Letter reason the aggregate Revolving Credit Exposures of Credit has been issued, the all Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than exceeds the Letter aggregate Revolving Credit Commitments then in effect (including, for the avoidance of doubt, as a result of currency fluctuations or the termination of such Revolving Credit Commitments on the Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwiseDate with respect thereto), the Borrower shall promptly prepay or (B) it has received written notice on or before cause to be promptly prepaid Revolving Credit Loans and/or Cash Collateralize the day that is seven Business Days before the Non-Extension Notice Date L/C Obligations in an aggregate amount equal to such excess within one (1) Business Day following Borrower’s receipt of written notice from Revolver Agent; provided that such mandatory prepayment shall not reduce the Administrative Agent aggregate amount of Revolving Credit Commitments; provided further that the Required Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(vii) unless after the prepayment in full of the Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative AgentLoans, the Required aggregate Revolving Credit Lenders or Exposures exceed the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionaggregate Revolving Credit Commitments.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) at least five (5) Business Days prior to 1:00 p.m. on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such Lender’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If the Borrower so requests Any objection made by Buyer shall be made in any applicable Letter of Credit Request, the applicable Issuing Lender may agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any writing and shall set forth such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once objection in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issuedreasonable detail. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders Buyer shall be deemed to have authorized waived any rights to object under this Section 3.6(b) unless Buyer furnishes its written objections to Seller within such thirty (30) day period. If Buyer delivers an objection within such thirty (30) day period, then Buyer and Seller shall endeavor in good faith to resolve the objections. If, at the end of a fifteen (15) day period from the date of delivery of any objection by Buyer or such longer period as may be mutually agreed by Buyer and Seller, there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to the accounting firm of Ernst & Young LLP (the “Closing Item Arbitrator”). The Closing Item Arbitrator shall determine the Final Purchase Price as promptly as reasonably practicable after the objections that remain in dispute are submitted to it, but in any event within thirty (30) days after such objections that remain in dispute are submitted to it. If any objections are submitted to the Closing Item Arbitrator for resolution, (i) each of Buyer and Seller shall furnish to the Closing Item Arbitrator such workpapers and other documents and information relating to such objections as the Closing Item Arbitrator may not requirerequest and are reasonably available to that party (or its independent public accountants) and will be afforded the opportunity to present to the Closing Item Arbitrator any material relating to the determination of the matters in dispute and to discuss such determination with the Closing Item Arbitrator; (ii) the applicable Issuing Lender Closing Item Arbitrator must not adopt an amount of the Final Purchase Price that is greater than the amount submitted by Seller or less than the amount submitted by Buyer; and (iii) the determination by the Closing Item Arbitrator of the Final Purchase Price, as set forth in a written notice delivered to permit both Buyer and Seller by the extension Closing Item Arbitrator, shall be made in accordance with this Agreement and shall be binding and conclusive on the parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Buyer and Seller shall each bear their own legal fees and other costs in connection with any such objection; provided that Buyer, on one hand, and Seller, on the other hand, shall bear one-half of such Letter the costs and expenses of Credit at the Closing Item Arbitrator. Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(c) and ARTICLE VIII, the Closing Item Arbitrator and procedures set forth herein shall be the sole method for resolving any time disputes regarding the Final Purchase Price (other than with respect to an expiry date not later than the Letter of Credit Maturity Date; providedEnvironmental Defect or an Environmental Defect Amount, however, that such Issuing Lender which shall not permit any such extension if (Abe determined exclusively in accordance with ARTICLE VIII) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of this Section 3.1(b3.6. Following the final determination of the Final Purchase Price pursuant to this Section 3.6, if the reconciliation of the Final Purchase Price with the Estimated Purchase Price results in a cumulative amount payable to either Buyer or Seller (“Final Payment Amount”) or otherwiseof more than Fifty Thousand Dollars ($50,000), or the amount of the Final Payment Amount shall be promptly (Bbut in any event within five (5) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified determination of the Final Payment Amount) paid by Buyer or Seller, as applicable, by wire transfer in Section 7 are not then satisfiedimmediately available funds to Seller or Buyer, and in each as applicable, to an account designated by such case directing such Issuing Lender not to permit such extensionpayee.

(b). If (i) Borrower has delivered to Lender the Borrower so requests in any applicable Letter of Credit Request, the applicable Issuing Lender may agree Facility Increase Request no less than 10 Business Days prior to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance the proposed increase; (ii) The Borrower has executed and delivered to Lender an original replacement Note payable to the order of Lender in the principal amount of the increased Maximum Commitment; (iii) After giving effect to the increase in the Commitment, the Maximum Commitment will not exceed $150,000,000; (iv) No Event of Default or Default has occurred and is continuing or would result from such increase in the Maximum Commitment; (v) No Material Adverse Event has occurred; (vi) Borrower is in compliance with the financial covenants set forth in Section 9; (vii) As of the date of such Letter increase, the representations and warranties contained in Section 6 and in each other Loan Document are true and correct in all material respects, with the same force and effect as if made on and as of Credit) by giving prior notice such date; except to the beneficiary thereof not later than a day (extent that such representations and warranties specifically refer to any earlier date, in which case they were true and correct as of such earlier date and except that for the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter purposes of Credit is issued. Unless otherwise directed by the applicable Issuing Lenderthis Section 1(e)(a)(iv), the Borrower shall not representations and warranties contained in Section 6.2 will be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter deemed, as of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension date of such Letter of Credit at any time increase, to an expiry date refer to the then-most recent financial statements furnished pursuant to clauses Error! Reference source not later than the Letter of Credit Maturity Date; providedfound. and Error! Reference source not found., howeverrespectively, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(bError! Reference source not found.; (viii) or otherwise), or (B) it Lender has received written notice on or before consent from ▇▇▇▇▇▇▇ Mac, consenting to the day that increase to the Maximum Commitment; and (ix) Lender has provided Borrower with Lender’s written consent to such increase. (b) Notwithstanding anything else in the foregoing, Lender will not increase its Commitment without Lender’s consent. (c) If Lender deems it advisable in its sole discretion, Borrower and Lender agree to execute an amendment to this Agreement, in form and substance acceptable to Lender, to document an increase in the Maximum Commitment pursuant to this Section Error! Reference source not found.. (f) A new Exhibit E is seven Business Days before hereby added to the Non-Extension Notice Date (1) from Loan Agreement in the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more form of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionExhibit E attached hereto.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to this Section 2.05(b) prior to 1:00 p.m. at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice DateRejection Notice”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that and the Required Revolving Credit Lenders have elected not to permit such extension or Borrower no later than 5:00 p.m. two (2) Business Days prior to the prepayment date. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above, such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) prior to 1:00 p.m. Local Time at least five (5) Business Days on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clause (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later - 100 - than 5:00 p.m. Local Time three (commencing with 3) Business Days after the date of issuance such ▇▇▇▇▇▇’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If Each assigning Lender and proposed Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loans, Incremental Commitments and Initial Term Loan Commitments pursuant to the Settlement Service. Assignments and assumptions of Loans, Incremental Commitments and Initial Term Loan Commitments shall be effected by the provisions otherwise set forth herein until the Administrative Agent notifies the Lenders of the Settlement Service as set forth herein. The Borrower Representative may withdraw its consent to the use of the Settlement Service at any time upon notice to the Administrative Agent, and thereafter assignments and assumptions of the Loans, Incremental Commitments and Initial Term Loan Commitments shall be effected by the provisions otherwise set forth herein. Furthermore, no Assignee, which as of the date of any assignment to it pursuant to this Subsection 11.6(b) would be entitled to receive any greater payment under Subsection 4.10, 4.11, 4.12 or 11.5 than the assigning Lender would have been entitled to receive as of such date under such Subsections with respect to the rights assigned shall notwithstanding anything to the contrary in this Agreement be entitled to receive such greater payments unless the assignment was made after an Event of Default under Subsection 9.1(a) or (f) has occurred and is continuing or the Borrower so requests Representative has expressly consented in writing to waive the benefit of this provision at the time of such assignment. (i) Any Lender other than a Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, without the consent of the Borrower Representative or the Administrative Agent, sell participations (other than to any applicable Letter Disqualified Lender or a natural person) to one or more banks or other entities (a “Participant”) in all or a portion of Credit Requestsuch Lender’s rights and obligations under this Agreement (including all or a portion of its Initial Term Loan Commitments, Incremental Commitments and the applicable Issuing Lender may agree Loans owing to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Lender shall remain the holder of any such Auto-Extension Letter Loan for all purposes under this Agreement and the other Loan Documents, (D) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (E) in the case of Credit must permit any participation to a Permitted Affiliated Assignee, such Issuing participation shall be governed by the provisions of Subsection 11.6(h)(ii) to the same extent as if each reference therein to an assignment of a Loan were to a participation of a Loan and the references to Affiliated Lender were to prevent such Permitted Affiliated Assignee in its capacity as a participant, and (F) prior to the Special Purpose Financial Statements, the OpCo October/December 2013 Financial Statements or the substance of any of the foregoing being disclosed to the Participant, such Participant shall first execute and deliver a D&T Letter. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, supplement, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, supplement, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to clause (i) or (iii) of the second proviso to the second sentence of Subsection 11.1(a) and (2) directly affects such Participant. Subject to Subsection 11.6(c)(ii), the Borrowers agree that each Participant shall be entitled to the benefits of (and shall have the related obligations under) Subsections 4.10, 4.11, 4.12, 4.13 and 11.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Subsection 11.6(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Subsection 11.7(b) as though it were a Lender, provided that such Participant shall be subject to Subsection 11.7(a) as though it were a Lender. Notwithstanding the foregoing, no Lender shall be permitted to sell participations under this Agreement to any Disqualified Lender and any such extension at least once participation shall be void ab initio, except to the extent the Borrower Representative has consented to such participation in each twelve-month period writing (commencing in which case such Lender will not be considered a Disqualified Lender solely for that particular participation). Any attempted participation which does not comply with Subsection 11.6 shall be null and void. (ii) No Loan Party shall be obligated to make any greater payment under Subsection 4.10, 4.11, 4.12 or 11.5 than it would have been obligated to make in the absence of any participation, unless the sale of such participation is made with the date prior written consent of issuance the Borrower Representative and the Borrower Representative expressly waives the benefit of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon this provision at the time of such Letter participation. Any Participant that is not incorporated under the laws of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower United States of America or a state thereof shall not be required entitled to make a specific request the benefits of Subsection 4.11 unless such Participant complies with Subsection 4.11(b) and provides the forms and certificates referenced therein to the Lender that granted such Issuing Lender for any such extension. Once an Auto-Extension Letter participation. (d) Any Lender, without the consent of Credit has been issuedthe Borrower Representative or the Administrative Agent, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to an expiry date secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank of a member state of the European Union, and this Subsection 11.6 shall not later than apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute (by foreclosure or otherwise) any such pledgee or Assignee for such Lender as a party hereto. (e) No assignment or participation made or purported to be made to any Assignee or Participant shall be effective without the Letter prior written consent of Credit Maturity Datethe Borrower Representative if it would require either Borrower to make any filing with any Governmental Authority or qualify any Loan or Note under the laws of any jurisdiction, and the Borrower Representative shall be entitled to request and receive such information and assurances as it may reasonably request from any Lender or any Assignee or Participant to determine whether any such filing or qualification is required or whether any assignment or participation is otherwise in accordance with applicable law. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower Representative or the Administrative Agent and without regard to the limitations set forth in Subsection 11.6(b). Each Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any domestic or foreign bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state, federal or provincial bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such Issuing a proceeding against such Conduit Lender during such period of forbearance. Each such indemnifying Lender shall not permit pay in full any claim received from each such Borrower pursuant to this Subsection 11.6(f) within 30 Business Days of receipt of a certificate from a Responsible Officer of the Borrower Representative specifying in reasonable detail the cause and amount of the loss, cost, damage or expense in respect of which the claim is being asserted, which certificate shall be conclusive absent manifest error. Without limiting the indemnification obligations of any indemnifying Lender pursuant to this Subsection 11.6(f), in the event that the indemnifying Lender fails timely to compensate each such Borrower for such claim, any Loans held by the relevant Conduit Lender shall, if requested by the Borrower Representative, be assigned promptly to the Lender that administers the Conduit Lender and the designation of such Conduit Lender shall be void. (g) If the Borrower Representative wishes to replace the Loans under any Facility with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ (or such shorter period as agreed to by the Administrative Agent in its reasonable discretion) advance notice to the Lenders under such Facility, instead of prepaying the Loans to be replaced, to (i) require the Lenders under such Facility to assign such Loans to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Subsection 11.1. Pursuant to any such extension assignment, all Loans to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans were being optionally prepaid by the Borrowers), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Subsection 4.12. By receiving such purchase price, the Lenders under such Facility shall automatically be deemed to have assigned the Loans under such Facility pursuant to the terms of the form of the Assignment and Acceptance, the Administrative Agent shall record such assignment in the Register and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this clause (g) are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement. (i) Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Loans or Commitments to any Parent Entity, the Parent Borrower, any Subsidiary or an Affiliated Lender and (y) any Parent Entity, the Parent Borrower and any Subsidiary may, from time to time, purchase or prepay Loans, in each case, on a non-pro rata basis through (1) Dutch auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower Representative and the Administrative Agent (or other applicable agent managing such auction); provided that (A) any such Issuing Lender has determined that it would not Dutch auction by the Parent Borrower or its Subsidiaries shall be permitted, or would have no obligation, at such time to issue such Letter of Credit made in its revised form (as extendedaccordance with Subsection 4.4(l) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or and (B) it has received written notice any such Dutch auction by any Parent Entity shall be made on terms substantially similar to Subsection 4.4(l) or before the day that is seven Business Days before the Non-Extension Notice Date (1) from on other terms to be agreed between such Parent Entity and the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit (or other applicable agent managing such extension auction) or (2) from open market purchases; provided further that: (1) such Affiliated Lender and such other Lender shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit L hereto (an “Affiliated Lender Assignment and Assumption”) and the Administrative Agent shall record such assignment in the Register; (2) at the time of such assignment after giving effect to such assignment, the aggregate principal amount of all Term Loans held (or participated in) by Affiliated Lenders that are not Affiliated Debt Funds shall not exceed 25.0% of the aggregate principal amount of all Term Loans outstanding under this Agreement; (3) any such Term Loans acquired by (x) Holdings, the Parent Borrower or a Restricted Subsidiary shall be retired or cancelled promptly upon the acquisition thereof and (y) an Affiliated Lender may, with the consent of the Borrower Representative, be contributed to the Parent Borrower, whether through a Parent or otherwise, and exchanged for debt or equity securities of the Parent Borrower or such Parent that are otherwise permitted to be issued at such time pursuant to the terms of this Agreement, so long as any Term Loans so acquired by the Parent Borrower shall be retired and cancelled promptly upon the acquisition thereof; (4) [reserved]; and (5) each Lender making such assignment to, or taking such assignment from, such Affiliated Lender acknowledges and agrees that in connection with such assignment, (1) such Affiliated Lender then may have, and later may come into possession of Excluded Information, (2) such Lender has independently and, without reliance on the Affiliated Lender, Holdings, the Parent Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective Affiliates, has made its own analysis and determination to enter into such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information and (3) none of Holdings, the Parent Borrower, its Subsidiaries, the Administrative Agent, or any of their respective Affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings, the Parent Borrower, its Subsidiaries, the Administrative Agent, and their respective Affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information. Each Lender entering into such an assignment further acknowledges that the Excluded Information may not be available to the Administrative Agent or the other Lenders. (ii) Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender that is not an Affiliated Debt Fund shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Loan Parties are not invited, (B) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among the Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Borrower Representative or its representatives or (C) receive advice of counsel to the Administrative Agent, the Collateral Agent or any other Lender or challenge their attorney client privilege. (iii) Notwithstanding anything in Subsection 11.1 or the definition of “Required Revolving Credit Lenders” to the contrary, for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment or waiver of any provision of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Borrower Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender that one is not an Affiliated Debt Fund shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not such Affiliated Lenders; provided that (I) to the extent Lenders are being compensated by the Borrowers for consenting to an amendment, modification, waiver or more any other action, each Affiliated Lender who has been deemed to have voted its Loans in accordance with this Subsection 11.6(h)(iii) shall be entitled to be compensated on the same basis as each consenting Lender as if it had voted all of its Loans in favor of the applicable conditions specified in Section 7 are not then satisfiedamendment, and in each such case directing such Issuing Lender not to permit such extension.modification, waiver or other action); (II) no amendment, modification, waiver, consent or o

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) prior to 1:00 p.m. Local Time at least five (5) Business Days on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clause (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. Local Time three (commencing with 3) Business Days after the date of issuance such ▇▇▇▇▇▇’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least three (3) Business Days (or such lesser number of Business Days as shall be acceptable to the Administrative Agent) on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Each Appropriate Lender may reject all, but not less than all, of its Applicable Percentage of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (i) or (ii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower so requests in no later than 5:00 p.m. two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any applicable Letter such failure will be deemed an acceptance of Credit Requestthe total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower and may be used for any purpose not prohibited under this Agreement (such Declined Proceeds, “Retained Declined Proceeds”). If at any time, the applicable Issuing Lender may agree to issue a Letter Revolving Credit Exposure (excluding the face amount of any Letters of Credit that has automatic extension provisions are Cash Collateralized or back-stopped to the reasonable satisfaction of the Administrative Agent) exceeds the Revolving Credit Commitments, the Borrower shall within one Business Day, upon notification by the Administrative Agent, prepay the Swing Line Loans first and then prepay (eachor Cash Collateralize, an “Auto-Extension Letter in the amount required by Section 2.03(f), in the case of Letters of Credit”)) the other Loans and Letters of Credit then outstanding in an amount equal to such excess; provided that nothing in this clause (b)(vi) shall reduce the Revolving Credit Commitments. Notwithstanding any such Auto-Extension Letter other provision of Credit must permit such Issuing Lender this Section 2.05(b), (i) to prevent the extent that any such extension at least once in each twelve-month period or all of the Net Cash Proceeds of any Disposition by a Restricted Subsidiary that is a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.05(b)(ii) (commencing with a “Restricted Disposition”), the date Net Cash Proceeds of issuance any Casualty Event of a Restricted Subsidiary that is a Foreign Subsidiary (a “Restricted Casualty Event”), or Excess Cash Flow attributable to a Foreign Subsidiary would be prohibited or delayed by applicable local law from being distributed or otherwise transferred to the Borrower, the realization or receipt of the portion of such Letter of Credit) by giving prior notice Net Cash Proceeds or Excess Cash Flow so affected will not be taken into account in measuring the Borrower’s obligation to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon repay Term Loans at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lendertimes provided in Section 2.05(b)(i), or the Borrower shall not be required to make a specific request prepayment at the time provided in Section 2.05(b)(ii), as the case may be, for so long, but only so long, as the applicable local law will not permit such distribution or transfer (the Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all commercially reasonable actions available under the applicable local law to permit such Issuing Lender for repatriation), and once distribution or transfer of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, the amount of such Net Cash Proceeds or Excess Cash Flow permitted to be distributed or transferred (net of additional taxes payable or reserved against as a result thereof (without duplication of any such extension. Once an Auto-Extension Letter taxes already taken into account in the calculation of Credit has been issued, the Lenders shall Net Cash Proceeds or Excess Cash Flow)) will be deemed to have authorized promptly (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at and in any time to an expiry date event not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or two (2) from Business Days after such distribution or transfer is permitted) taken into account in measuring the Borrower’s obligation to repay the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith (as set forth in a written notice delivered to the Administrative Agent) that repatriation of any or all of the Net Cash Proceeds of any Restricted Disposition or any Restricted Casualty Event or Excess Cash Flow attributable to a Foreign Subsidiary would have a material adverse tax consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation), the Required Revolving Credit Lenders or the Borrower that one or more amount of the applicable conditions specified Net Cash Proceeds or Excess Cash Flow so affected shall not be taken into account in measuring the Borrower’s obligation to repay Term Loans pursuant to this Section 7 are not then satisfied2.05(b). For the avoidance of doubt, Net Cash Proceeds and Excess Cash Flow (and related income) excluded from application under Section 2.05(b)(i) or (ii) by operation of this Section 2.05(b)(vii) shall also be excluded in each such case directing such Issuing Lender not any determinations of Restricted Payments permitted to permit such extensionbe made pursuant to Section 7.06 (including, without limitation, for purposes of clauses (b) and (f) of the definition of “Available Amount”).

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least five (5) Business Days (or such lesser number of Business Days as shall be acceptable to the Administrative Agent) on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment. Each Appropriate Lender may reject all of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such Lender’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If the Borrower so requests in any applicable Letter of Credit Request, the applicable Issuing Lender may agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that SemStream timely provides any such Autoobjection, SemStream and NGL Subsidiary shall work in good faith to resolve any differences with respect thereto. If, at the end of a 15-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month day period (commencing with from the date of issuance delivery of such Letter of Credit) any objection by giving prior notice SemStream there are any matters that remain in dispute, then NGL and SemStream shall submit the remaining matters in dispute to the beneficiary thereof not later than Referee within the following five (5) Business Days for resolution. The Referee shall make a day determination with respect to the disputed matters submitted to it and determine the Net Working Capital of SemStream as of the Calculation Date within thirty (30) days after the objections that remain in dispute are submitted to it. In making such determination, the Referee shall consider only those items or amounts in NGL Subsidiary’s calculation of Net Working Capital as to which SemStream has disagreed. If any objections are submitted to the Referee for resolution, (i) each Party shall furnish to the Referee such work papers and other documents and information relating to such objections as the Referee may request and are available to that Party (or its independent public accountants or other representatives) and will be afforded the opportunity to present to the Referee any material relating to the determination of the matters in dispute and to discuss such determination with the Referee and (ii) the determination by the Referee of the Net Working Capital of SemStream as of the Calculation Date, as set forth in a written notice delivered to each of SemStream and NGL Subsidiary by the Referee, shall be calculated in accordance with the past practices utilized in preparing the most recent Financial Statements, and shall be binding and conclusive on the Parties and, absent manifest error, shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereof. The fees and expenses of the Referee shall be allocated to and borne by NGL Subsidiary and SemStream based on the inverse of the percentage that the Referee’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Referee. For example, should the items in dispute total in amount to $100,000 and the Referee awards $60,000 in favor of SemStream’s position, 60% of the costs of its review would be borne by NGL Subsidiary and 40% of the costs would be borne by SemStream. The final Net Working Capital of SemStream as of the Calculation Date, as determined in accordance with this Section 2.4(a), is referred to as the “Non-Extension Notice DateFinal Net Working Capital.”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) prior to 1:00 p.m. Local Time at least five (5) Business Days on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clause (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. Local Time three (commencing with 3) Business Days after the date of issuance such Lender’s receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension(“Retained Declined Proceeds”).

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.05(b) prior to 1:00 p.m. Local Time at least five (5) Business Days on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clause (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Administrative Agent and the Borrower no later than 5:00 p.m. Local Time three (commencing with 3) Business Days after the date of issuance such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such Letter mandatory repayment of CreditTerm Loans. Any Declined Proceeds shall be retained by the Borrower (“Retained Declined Proceeds”). Notwithstanding any other provision of this Section 2.05(b), (i) by giving prior notice to the beneficiary thereof not later than extent that any or all of the Net Cash Proceeds of any Disposition by a day Restricted Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.05(b)(ii) (a “Restricted Disposition”), the Net Cash Proceeds of any Casualty Event of a Restricted Subsidiary that is a Foreign Subsidiary (a “Non-Extension Notice DateRestricted Casualty Event”) ), or Excess Cash Flow, in each case would be prohibited or delayed by applicable local law from being repatriated to the United States, the realization or receipt of the portion of such twelve-month period Net Cash Proceeds or Excess Cash Flow so affected will not be required to be agreed upon used to repay Term Loans at the time times provided in Section 2.05(b)(i) (after determining the amount of Excess Cash Flow required to be used to prepay Term Loans, assuming such Letter amounts are included in the calculation of Credit is issued. Unless otherwise directed by the applicable Issuing LenderExcess Cash Flow), or the Borrower shall not be required to make a specific request prepayment at the time provided in Section 2.05(b)(ii) (after determining the amount of Net Cash Proceeds are available from Dispositions), as the case may be, for so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under the applicable local law to permit such repatriation), and once repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Issuing Lender Net Cash Proceeds or Excess Cash Flow permitted to be repatriated (net of additional taxes payable or reserved against as a result thereof) will be promptly (and in any event not later than three (3) Business Days after such repatriation is permitted) taken into account in measuring the Borrower’s obligation to repay the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrower has reasonably determined in good faith (as set forth in a written notice delivered to the Administrative Agent) that repatriation of any or all of the Net Cash Proceeds of any Restricted Disposition or any Restricted Casualty Event or Excess Cash Flow could reasonably be expected to have an adverse tax consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the amount of the Net Cash Proceeds or Excess Cash Flow so affected shall not be taken into account in measuring the Borrower’s obligation to repay Term Loans pursuant to this Section 2.05(b); provided that, to the extent the situations specified in clauses (i) and/or (ii) are in effect for a period of more than 365 days, the Borrower’s obligations to repay any Term Loans pursuant to Sections 2.05(b)(i) and 2.05(b)(ii) shall expire and no longer be in effect after the expiration of such 365 day period. If for any such extension. Once an Auto-Extension Letter reason the aggregate Revolving Credit Exposure of all Lenders under any Revolving Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit Facility at any time exceeds the aggregate Revolving Credit Commitments under such Revolving Credit Facility then in effect, the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans under such Revolving Credit Facility and/or Cash Collateralize the L/C Obligations under such Revolving Credit Facility in an expiry date not later than aggregate amount equal to such excess; provided that the Letter of Credit Maturity Date; provided, however, that such Issuing Lender Borrower shall not permit any be required to Cash Collateralize the L/C Obligations under such extension if (ARevolving Credit Facility pursuant to this Section 2.05(b)(vii) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit unless after the prepayment in its revised form (as extended) under the terms hereof (by reason full of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit Loans under such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or Facility the Borrower that one or more of aggregate Revolving Credit Exposures under such Revolving Credit Facility exceed the applicable conditions specified in Section 7 are not then satisfied, and in each aggregate Revolving Credit Commitments under such case directing such Issuing Lender not to permit such extensionRevolving Credit Facility.

(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders until either (x) such proposed Underwritten Offering has been publicly announced by the Partnership or (y) the Holders have received notice from the Partnership that such proposed Underwritten Offering has been abandoned, which the Partnership shall provide to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. Each such Holder will have four Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing to the Partnership the inclusion of Common Unit Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by the Borrower so requests Partnership within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any applicable Letter time after giving written notice of Credit Requestthe Partnership’s intention to undertake an Underwritten Offering and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the applicable Issuing Lender may agree to issue a Letter of Credit that has automatic extension provisions (eachPartnership may, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance its election, give written notice of such Letter determination to the Selling Holders and, (1) in the case of Credita termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Unit Registrable Securities in such Underwritten Offering by giving prior written notice to the beneficiary thereof not later than Partnership of such withdrawal at least one Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a day (the “NonPiggyback Opt-Extension Notice DateOut Notice”) in each to the Partnership requesting that such twelve-month period to be agreed upon at Holder not receive notice from the time such Letter Partnership of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Dateproposed Underwritten Offering; provided, however, that such Issuing Lender Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not permit be required to deliver any notice to such extension if (A) Holder pursuant to this Section 2.02 and such Issuing Lender has determined that it would not Holder shall no longer be permittedentitled to participate in Underwritten Offerings pursuant to this Section 2.02, or would unless such Piggyback Opt-Out Notice is revoked by such Holder. The Holders listed on SCHEDULE B shall each be deemed to have no obligation, at such time to issue such Letter of Credit in its revised form (delivered a Piggyback Opt-Out Notice as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensiondate hereof.

(b). If The Borrower shall notify the Borrower so requests Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) at least five Business Days prior to 1:00 p.m. on the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower's prepayment notice and of such Appropriate Lender's Applicable Percentage of the prepayment. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree "Declined Proceeds") of Term Loans required to issue a Letter be made pursuant to clauses (i) and (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender a "Rejection Notice") to prevent any such extension at least once in each twelve-month period (commencing with the Administrative Agent and the Borrower no later than 5:00 p.m. three Business Days after the date of issuance such Lender's receipt of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that regarding such prepayment. Each Rejection Notice from a given Lender shall specify the Required Revolving Credit Lenders have elected not principal amount of the mandatory prepayment of Term Loans to permit be rejected by such extension or (2) from Lender. If a Lender fails to deliver a Rejection Notice to the Administrative AgentAgent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the Required Revolving Credit Lenders or total amount of such mandatory repayment of Term Loans. Any Declined Proceeds shall be retained by the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension("Retained Declined Proceeds").

(b). If The Borrower shall notify the Borrower so requests Term Loan Administrative Agent in writing of any applicable Letter mandatory prepayment of Credit RequestTerm Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) prior to 1:00 p.m. at least one (1) Business Day prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Term Loan Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment with respect to any Class of Term Loans. Each Appropriate Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts, the applicable Issuing Lender may agree “Declined Proceeds”) of Term Loans required to issue a Letter be made pursuant to clauses (i) or (ii) of Credit that has automatic extension provisions this Section 2.05(b) by providing written notice (each, an a “Auto-Extension Letter of CreditRejection Notice”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender ) to prevent any such extension at least once in each twelve-month period the Term Loan Administrative Agent and the Borrower no later than 5:00 p.m. three (commencing with 3) Business Days after the date of issuance such Lender’s receipt of notice from the Term Loan Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Term Loan Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such Letter mandatory repayment of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to Term Loans. Any Declined Proceeds shall be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed retained by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise“Retained Declined Proceeds”), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extension.

(b). If The effectiveness of any Incremental Amendment (and the Borrower so requests in any applicable Letter funding of Credit Request, Incremental Loans thereunder) shall be subject to the applicable Issuing Lender may agree to issue a Letter of Credit that has automatic extension provisions satisfaction on the date thereof (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender to prevent any such extension at least once in each twelve-month period (commencing with and the date of issuance funding such Incremental Loans) of (w) such conditions as the parties thereto shall agree, (x) the terms of this Section 2.01(b) in respect of the Incremental Loan Commitments then being requested and the applicable Incremental Loans then being funded and after giving effect thereto, (y) the truth and correctness in all material respects (or in any respect if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) of any representation or warranty by the Borrowers contained herein or in any other Credit Document as of such Letter date (or as of Credita specific earlier date if such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this document) by after giving prior notice effect to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Lender, the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing Lender shall not permit any such extension if (A) such Issuing Lender has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more creation of the applicable conditions specified Incremental Loan Commitments and the funding of the applicable Incremental Loans and (z) the absence of any Default or Event of Default having occurred and continuing or resulting from the creation of the applicable Incremental Loan Commitments and the funding of the applicable Incremental Loans. The Borrowers will use the proceeds of the Incremental Loans solely to finance Permitted Acquisitions (including fees, costs, expenses, “earn-outs” and similar deferred payment obligations in connection therewith even if, in the case of “earn-outs” and similar deferred payment obligations, such payments are made subsequent to the consummation of such Permitted Acquisitions). In the event any Incremental Loans are made, such Incremental Loans shall mature and be repaid in amounts and on dates as agreed between the Administrative Borrower and the relevant Lenders of such Incremental Loans in the applicable Incremental Amendment, subject to the requirements set forth in Section 7 are 2.01(b)(ii). Amounts paid or prepaid on account of any Incremental Loans may not then satisfied, and be reborrowed. This Section 2.01(b)(iii) shall supersede any provisions in each such case directing such Issuing Lender not Section 14.12 to permit such extensionthe contrary.