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 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 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 so requests in any applicable Letter of Credit Request, the applicable Issuing The Swingline Lender may agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided at any time in its sole and absolute discretion require that any such Auto-Extension Letter of Credit must permit such Issuing Swingline Loan be refunded by a Floating Rate Advance from the Lenders, and upon written notice thereof by the Swingline 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 issuedAdministrative Agent, the Lenders and the relevant Borrower, such Borrower shall be deemed to have authorized (but may not require) requested a Floating Rate Advance in an amount equal to the applicable Issuing Lender to permit the extension Dollar Amount of such Letter Swingline Loan and such Floating Rate Advance shall be made to refund such Swingline Loan. Any Swingline Loan outstanding in an Agreed Currency other than Dollars, shall, upon the giving of Credit at any time such notice by the Swingline Lender, immediately and automatically be converted to an expiry and redenominated in Dollars equal to the Dollar Amount of each such Swingline Loan determined as of the date not later than the Letter of Credit Maturity Date; provided, however, that such Issuing conversion. Each Lender shall be absolutely and unconditionally obligated to fund its Commitment Percentage of such Floating Rate Advance or, if applicable, to purchase a participation interest in the Swingline Loans pursuant to Section 2.1(b)(iii) and such obligation shall not permit be affected by any such extension if circumstance, including, without limitation, (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Lender has determined that or may have against the Administrative Agent or any Borrower or any of their respective Subsidiaries or anyone else for any reason whatsoever (including without limitation any failure to comply with the requirements of Section 4.2, other than the Swingline Lender making a Swingline Loan when 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 had actual knowledge of the provisions existence of Section 3.1(b) or otherwisea Default), or ; (B) it has received written notice on the occurrence or before continuance of a Default, subject to Section 2.1(b)(iii); (C) any adverse change in the day that is seven Business Days before condition (financial or otherwise) of the Non-Extension Notice Date Company or any of its Subsidiaries; (1D) from the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension any breach of this Agreement by any Borrower or any of their respective Subsidiaries or any other Lender; or (2E) from the Administrative Agentany other circumstance, the Required Revolving Credit Lenders happening or the Borrower that one event whatsoever, whether or more not similar to any of the applicable foregoing (including without limitation any Borrower’s failure to satisfy any conditions specified contained in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionArticle IV or any other provision of this Agreement).

(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 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), (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 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 Collateral Agent agrees for the Borrower so requests benefit of the Loan Parties to execute such reasonably requested documentation on the foregoing conditions. (c) Without in any applicable Letter of Credit Requestmanner limiting the Collateral Agent’s authority to act without any specific or further authorization or consent by the Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in writing, upon request by the Collateral Agent, the applicable Issuing Lender may agree authority to issue a Letter of Credit that release Collateral conferred upon the Collateral Agent under Section 10.08(b). Either without such confirmation (if the Collateral Agent has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any not requested 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 confirmation) or upon receipt by the date of issuance Collateral Agent of such Letter confirmation (if the Collateral Agent has requested such confirmation), and upon prior written request by any Loan Party, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of Credit) by giving prior notice the Liens granted to the beneficiary thereof not later than a day (Collateral Agent to 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 extent permitted 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 DateSection 10.08; provided, however, that such Issuing Lender (i) the Collateral Agent shall not permit be required to execute any such extension if document on terms which, in the Collateral Agent’s opinion, would expose the Collateral Agent to liability or create any obligations or entail any consequence other than the release of such Liens without recourse or warranty, and (Aii) such Issuing release shall not in any manner discharge, affect or impair the Obligations or any Lien upon (or obligations of any Loan Party in respect of) all interests in the Collateral retained by any Loan Party. (d) The Collateral Agent shall have no obligation whatsoever to any Lender to assure that the Collateral exists or is owned by the Loan Parties or is cared for, protected or insured or has determined been encumbered or that it would not be permittedthe Lien granted to the Collateral Agent pursuant to this Agreement or any other Loan Document has been properly or sufficiently or lawfully created, perfected, protected or enforced or is entitled to any particular priority, or would to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.08 or in any other Loan Document, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no obligationduty or liability whatsoever to any other Lender, at such time to issue such Letter of Credit in its revised form (except 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 extensionotherwise provided herein.

(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 Subject to the foregoing, 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 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 any applicable Letter connection therewith) and for the purpose of Credit Requestcalculating the fee payable under Section 2.10(a), such Defaulting Lender shall be deemed not to be a “Lender” and such L▇▇▇▇▇’s Commitment shall be deemed to be zero. The provisions of this Section 2.2(d) shall remain effective with respect to such Defaulting Lender until the earlier of (x) the date on which all of the non-Defaulting Lenders, Agent, and Borrower shall have waived, in writing, the applicable Issuing Lender may agree application of this Section 2.2(d) to issue a Letter of Credit that has automatic extension provisions such Defaulting Lender, or (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 y) the date on which such Defaulting Lender makes payment of issuance all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of such Letter the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of Creditits ability to perform its future obligations hereunder. The operation of this Section 2.2(d) 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 construed to make 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 Agent or to the Lenders other than such Defaulting Lender. Any failure by a specific request Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Issuing Defaulting Lender of this Agreement and shall entitle Borrower, at its option, upon written notice to Agent, to arrange for any a substitute L▇▇▇▇▇ to assume the Commitment of such extensionDefaulting Lender, such substitute Lender to be reasonably acceptable to Agent. Once an Auto-Extension Letter In connection with the arrangement of Credit has been issuedsuch a substitute L▇▇▇▇▇, the Lenders Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute L▇▇▇▇▇ (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 all interest, fees, and other amounts that 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 Datebe due and payable in respect thereof,); 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 2.2(d) 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(b2.2(d) 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 Agent so requests in any applicable Letter of Credit RequestLC Application Agreement, the applicable Issuing Lender may Bank may, in its discretion, 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 Bank 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 LenderBank, the Borrower Borrowers shall not be required to make a specific request to such Issuing Lender Bank 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 Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Termination Date; provided, however, that such Issuing Lender Bank shall not permit any such extension if (A) such Issuing Lender Bank 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(b2.02(b) or otherwise), or (B) it has received written notice (which may be by telephone or in writing) on or before the day that is seven 7 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 any Lender or the Borrower applicable Borrowers that one or more of the applicable conditions specified in Section 7 are 3.02 is not then satisfied, and in each such case directing such Issuing Lender Bank not to permit such extension.

(b). If In the Borrower so requests in any applicable Letter of Credit Requestevent that the Administrative Agent, ▇▇▇▇▇▇▇▇ and the applicable Issuing Bank each agrees that a Defaulting Lender may agree to issue a Letter of Credit has adequately remedied all matters that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any caused 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 be 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 Defaulting Lender, then the Borrower shall not be required to make a specific request to such Issuing Lender for any such extension. Once an Auto-Extension Letter Credit Exposure of Credit has been issued, the Lenders shall be deemed readjusted to have authorized (but may not require) reflect the applicable Issuing Lender to permit the extension inclusion of such Letter Lender’s Commitment and on such date, if necessary as a result of Credit at any time a Loan funding pursuant to an expiry date not later than the Letter of Credit Maturity Date; providedSection 2.5(h), however, that such Issuing Lender shall not permit any purchase at par 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 Loans 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 other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. In the event that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from each of the Administrative Agent, the Required Revolving Credit Lenders or Borrower, each Swingline Lender and each Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Borrower that one or more Swingline Exposure and LC Exposure of the applicable conditions specified Lenders shall be readjusted to reflect the inclusion of such ▇▇▇▇▇▇’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. Subject to Section 7 are not then satisfied10.15, and in each no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such case directing Non-Defaulting ▇▇▇▇▇▇’s increased exposure following such Issuing Lender not to permit such extensionreallocation.

(b). If Subject to the foregoing, 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 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 any applicable Letter connection therewith) and for the purpose of Credit Requestcalculating the fee payable under Section 2.10(a), such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. The provisions of this Section 2.2(d) shall remain effective with respect to such Defaulting Lender until the earlier of (x) the date on which all of the non-Defaulting Lenders, Agent, and Borrower shall have waived, in writing, the applicable Issuing application of this Section 2.2(d) to such Defaulting Lender, or (y) the date on which such Defaulting Lender may agree makes payment of all amounts that it was obligated to issue fund hereunder, pays to Agent all amounts owing by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder. The operation of this Section 2.2(d) 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 Agent or to 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 its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to 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 Acceptance 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 all interest, fees, and other amounts that 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 Datebe due and payable in respect thereof,); 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 2.2(d) 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(b2.2(d) 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 so requests in any applicable Letter of Credit Request, the applicable Issuing Lender may agree Issuers shall furnish to issue a Letter of Credit that has automatic extension provisions Trustee no later than ten (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Lender 10) days prior to prevent any such extension at least once in each twelve-month period (commencing with the date the same shall become delinquent receipts for the payment of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (Taxes and 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 DateOther Charges; provided, however, Issuers are not required to furnish such receipts for payment of Taxes in the event that such Issuing Lender Taxes have been paid by Trustee pursuant to Section 10.02 hereof. Issuers shall not permit suffer and shall promptly cause to be paid and discharged any such extension if Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Trustee, Issuers, at their own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (Aa) no Default or Event of Default has occurred and remains uncured; (b) intentionally omitted; (c) such Issuing Lender has determined that it would not proceeding shall be permitted, or would have no obligation, at such time to issue such Letter of Credit permitted under and be conducted in its revised form (as extended) under the terms hereof (by reason of accordance with the provisions of Section 3.1(bany other instrument to which Issuers are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (d) neither the Property nor any part thereof or otherwise)interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (e) Issuers shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (f) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Parcel; and (g) Issuers shall furnish such security as may be required in the proceeding, or (B) it has received written notice as may be reasonably requested by Trustee, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Trustee may pay over any such cash deposit or part thereof held by or on or before behalf of Trustee to the day that is seven Business Days before claimant entitled thereto at any time when, in 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 Agentjudgment of Trustee, the Required Revolving Credit Lenders entitlement of such claimant is established or the Borrower that one applicable Individual Parcel (or more part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the applicable conditions specified in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not rights of Trustee under the Security Trust Agreement and/or the Pledge being primed by or being subject to permit such extensionany related Lien.

(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 Notwithstanding anything to the beneficiary thereof not later than contrary contained in this Agreement, for purposes of computing Net Operating Income or In Place NOI, 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 Lease shall not be required an Approved Lease (or shall cease to make a specific request to such Issuing Lender for any such extension. Once be an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized Approved Lease) if (but may not requirei) the applicable Issuing Lender tenant under such Lease becomes insolvent or becomes subject to permit a voluntary or involuntary petition under any bankruptcy proceeding, (ii) a material default by the extension of tenant has occurred and is existing under such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date; providedLease, however, that such Issuing Lender shall not permit any such extension if (Aiii) such Issuing Lender Lease has determined that it would not be permittedexpired or been terminated, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extendediv) the tenant under the terms hereof Lease fails to operate its business continuously in the leased premises covered by such Lease, (by reason v) less than six (6) months is remaining in the term 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 Lease and either (1) from there is no exercisable option contained in the Administrative Agent that terms of the Required Revolving Credit Lenders have elected not to permit such extension Lease or (2) from the Administrative Agenttenant has not yet given notice of its exercise of any exercisable option contained in the terms of the Lease, (vi) subject to the immediately following sentence, the Required Revolving tenant under the Lease has not commenced the payment of any rent (excluding security deposits) under the Lease or (vii) the tenant has asserted, or has the right to assert, its rights under a co-tenancy, volume out provision or similar lease provision (after expiration of any applicable cure period provided to landlord under the Lease to cure such condition). Notwithstanding the foregoing, clause (vi) in the preceding sentence shall not apply to any Lease with a Credit Lenders or the Borrower that one or more Tenant so long as contractual base rent (following any concession period) will commence within six (6) months of the applicable conditions specified date of such computation, as provided in Section 7 are not then satisfied, and in each such case directing such Issuing Lender not to permit such extensionthe definition of In Place NOI.

(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.

(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.