Common use of Changed Circumstances Clause in Contracts

Changed Circumstances. The Seller shall have the right to revise the Seller Disclosure Schedule from time to time prior to the Closing Date to reflect any changes that occur after the Effective Date (collectively, “Changed Circumstances”) by delivering a revised Seller Disclosure Schedule to Buyer at any time prior to Closing; provided, that Seller shall not have the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer shall have the right to review the revised Seller Disclosure Schedule for a period of seven (7) business days after its receipt thereof (and of such additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer has requested such additional information no later than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days prior to the Closing Date, the Closing Date shall be extended for an additional number of days sufficient to allow Buyer to utilize the full seven (7) business day-period allotted above. If both (i) prior to the expiration of such seven (7) business day period, Buyer delivers notice (“Changed Circumstance Objection Notice”) to the Seller that Buyer objects to the Changed Circumstance(s) set forth in the revised Seller Disclosure Schedule, and (ii) such Changed Circumstance(s) would result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then Buyer shall, as its sole and exclusive remedy, have the right to terminate this Agreement, in which event this Agreement shall terminate and no party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement. In the event that Buyer fails for any reason to deliver a Changed Circumstance Objection Notice within such seven (7) business day period, or such Changed Circumstance(s) do not result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then the Buyer shall conclusively be deemed to have accepted such Changed Circumstance(s), such Changed Circumstance shall be deemed to constitute part of the Seller Disclosure Schedule, and Schedule 6 attached hereto shall be deemed to have been revised to include and incorporate such Changed Circumstance(s).

Changed Circumstances. The Seller (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any governmental authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make LIBOR Loans or to fund or maintain LIBOR Loans hereunder, such Lender shall have notify the Agent of such event and the Agent shall notify the Borrowers of such event, and the right of the Borrowers to revise select LIBOR Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Seller Disclosure Schedule Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all LIBOR Loans then outstanding, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Agent, request the conversion of all LIBOR Loans then outstanding into Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such LIBOR Loan, the Borrowers shall also pay any amount due pursuant to SECTION 4.10. (b) If the Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a LIBOR Loan (each such requested Loan made and Loan to be converted or continued, a "Pending Loan"), notify the Borrowers that LIBOR will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a LIBOR Loan or that the Interbank Offered Rate is not reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrowers to select LIBOR Loans for such Pending Loan, any subsequent Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan. (c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the LIBOR Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with a guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether nor not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Loans (other than as separately provided for in SECTION 4.15(D)), then the Borrowers shall from time to time prior time, within 30 days after demand by such Lender (with a copy of such demand to the Closing Date Agent), pay to reflect any changes that occur after the Effective Date (collectively, “Changed Circumstances”) by delivering a revised Seller Disclosure Schedule to Buyer at any time prior to Closing; provided, that Seller shall not have Agent for the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer shall have the right to review the revised Seller Disclosure Schedule for a period of seven (7) business days after its receipt thereof (and account of such Lender additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer has requested such additional information no later than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days prior to the Closing Date, the Closing Date shall be extended for an additional number of days amounts sufficient to allow Buyer to utilize the full seven compensate such Lender for such increased cost. (7d) business day-period allotted above. If both (i) prior to the expiration adoption of such seven (7) business day periodor change in, Buyer delivers notice (“Changed Circumstance Objection Notice”) to after the Seller that Buyer objects to date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the Changed Circumstance(s) set forth date hereof, in the revised Seller Disclosure Scheduleinterpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, and or (ii) compliance by such Changed Circumstance(sLender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Agent thereof. The Borrowers agree to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction or tax. (e) Before giving any notice pursuant to SECTION 4.15(A) or making any demand pursuant to SECTION 4.15(C) or (D), each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would result avoid the need for such notice or demand, or reduce the amount of such increased cost, reduction in a material adverse effect on Buyer’s proposed use return or tax and operation would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (f) A certificate of the Property, as determined Lender claiming compensation under SECTION 4.15(C) or (D) shall be conclusive in Buyer’s sole discretion, then Buyer shall, as its sole and exclusive remedy, have the right absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to terminate this Agreement, in which event this Agreement shall terminate and no party hereto shall thereafter have any further rights against, or obligations or liabilities tosuch compensation, the other additional amount or amounts to be paid to it hereunder, and the method by reason of this Agreementwhich such amounts were determined. In the event that Buyer fails for determining such amount, a Lender may use any reason to deliver a Changed Circumstance Objection Notice within such seven (7) business day period, or such Changed Circumstance(s) do not result in a material adverse effect on Buyer’s proposed use reasonable averaging and operation of the Property, as determined in Buyer’s sole discretion, then the Buyer shall conclusively be deemed to have accepted such Changed Circumstance(s), such Changed Circumstance shall be deemed to constitute part of the Seller Disclosure Schedule, and Schedule 6 attached hereto shall be deemed to have been revised to include and incorporate such Changed Circumstance(s)attribution methods.

Changed Circumstances. The Seller In the event that: (a) on any date on which the Applicable LIBOR Rate would otherwise be set the Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the right to revise the Seller Disclosure Schedule from time to time prior to the Closing Date to reflect any changes that occur after the Effective Date LIBOR Rate, as applicable; or (collectively, “Changed Circumstances”b) by delivering a revised Seller Disclosure Schedule to Buyer at any time prior to Closing; provided, that Seller shall not have the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer Agent shall have the right to review the revised Seller Disclosure Schedule for a period of seven determined in good faith (7) business days after its receipt thereof (and of such additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer has requested such additional information no later than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days prior to the Closing Date, the Closing Date determination shall be extended for an additional number of days sufficient to allow Buyer to utilize the full seven (7final and conclusive) business day-period allotted above. If both that (i) prior to the expiration implementation of LIBOR Pricing Option has been made impracticable or unlawful by (A) the occurrence of a contingency that materially and adversely affects the London interbank market, or (B) compliance by any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such seven governmental authority (7) business day period, Buyer delivers notice (“Changed Circumstance Objection Notice”) to whether or not having the Seller that Buyer objects to the Changed Circumstance(s) set forth in the revised Seller Disclosure Schedule, and force of law); or (ii) the LIBOR Rate shall no longer represent the effective cost to the Lenders for U.S. dollar deposits in the London interbank market, as applicable for deposits in which they regularly participate; then, and in such Changed Circumstance(s) would result in a material adverse effect on Buyer’s proposed use and operation event, the Agent shall forthwith so notify the Borrower thereof. Until the Agent notifies the Borrower that the circumstances giving rise to such notice no longer apply, the obligation of the Property, as determined in Buyer’s sole discretion, then Buyer shall, as its sole Lenders and exclusive remedy, have the right Agent to terminate this Agreement, in which event this Agreement allow election by the Borrower of a LIBOR Pricing Option shall terminate and no party hereto shall thereafter have any further rights against, or obligations or liabilities tobe suspended. If at the time the Agent so notifies the Borrower, the other by reason of this Agreement. In Borrower has previously given the event that Buyer fails for any reason Agent a Pricing Notice with respect to deliver a Changed Circumstance Objection LIBOR Pricing Option, but the LIBOR Pricing Option requested therein has not yet gone into effect, such Pricing Notice within such seven (7) business day period, or such Changed Circumstance(s) do not result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then the Buyer shall conclusively automatically be deemed to have accepted be withdrawn and be of no force or effect. Upon such Changed Circumstance(sdate as shall be specified in such notice (which shall not be earlier than the date such notice is given), such Changed Circumstance the LIBOR Pricing Option with respect to all LIBOR Rate Loans shall be deemed terminated and the Borrower shall pay all interest due on such LIBOR Rate Loans and any amounts required to constitute part of the Seller Disclosure Schedule, and Schedule 6 attached hereto shall be deemed paid pursuant to have been revised to include and incorporate such Changed Circumstance(s)Section 4.3.

Changed Circumstances. The Seller In the event that: (a) on any date on which the Applicable LIBOR Rate would otherwise be set the Agent shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the right to revise the Seller Disclosure Schedule from time to time prior to the Closing Date to reflect any changes that occur after the Effective Date LIBOR Rate, as applicable; or (collectively, “Changed Circumstances”b) by delivering a revised Seller Disclosure Schedule to Buyer at any time prior to Closing; provided, that Seller shall not have the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer Agent shall have the right to review the revised Seller Disclosure Schedule for a period of seven determined in good faith (7) business days after its receipt thereof (and of such additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer has requested such additional information no later than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days prior to the Closing Date, the Closing Date determination shall be extended for an additional number of days sufficient to allow Buyer to utilize the full seven (7final and conclusive) business day-period allotted above. If both that (i) prior to the expiration implementation of the LIBOR Pricing Option has been made impracticable or unlawful by (A) the occurrence of a contingency that materially and adversely affects the London interbank market or (B) compliance by any Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any Governmental Authority charged with the interpretation or administration thereof or with any request or directive of any such seven Governmental Authority (7) business day period, Buyer delivers notice (“Changed Circumstance Objection Notice”) to whether or not having the Seller that Buyer objects to the Changed Circumstance(s) set forth in the revised Seller Disclosure Schedule, and force of law); or (ii) the LIBOR Rate shall no longer represent the effective cost to the Lenders for U.S. dollar deposits in the London interbank market, as applicable for deposits in which they regularly participate; then, and in such Changed Circumstance(s) would result in a material adverse effect on Buyer’s proposed use and operation event, the Agent shall so notify the Borrowers thereof. Until the Agent notifies the Borrowers that the circumstances giving rise to such notice no longer apply, the obligation of the Property, as determined in Buyer’s sole discretion, then Buyer shall, as its sole Lenders and exclusive remedy, have the right Agent to terminate this Agreement, in which event this Agreement allow election by the Borrowers of a LIBOR Pricing Option shall terminate and no party hereto shall thereafter have any further rights against, or obligations or liabilities tobe suspended. If at the time the Agent so notifies the Borrowers, the other by reason Borrowers have previously given the Agent a Pricing Notice with respect to a LIBOR Pricing Option, but the LIBOR Pricing Option requested therein has not yet gone into effect, such Pricing Notice shall automatically be deemed to be withdrawn and be of this Agreementno force or effect. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the LIBOR Pricing Option with respect to all LIBOR Rate Loans shall be terminated. In the event that Buyer fails the LIBOR Pricing Option is suspended in accordance with the foregoing provisions for any reason more than sixty (60) days, the Borrowers may request that the Lenders propose an index, and the spread above such index, for determining interest on the Loans as an alternative to deliver a Changed Circumstance Objection Notice within such seven (7) business day periodthe LIBOR Rate, or such Changed Circumstance(s) do not result which shall be an index in a material adverse effect on Buyer’s proposed use common usage by United States commercial banks and operation which shall adequately reflect the cost of funds to the Lenders. The determination of whether there is an appropriate index meeting the foregoing requirements, and the determination of the Propertyspread above such index, as determined shall be made by agreement of all of the Lenders in Buyer’s their sole discretion. In the event the Borrowers and the Lenders agree on such alternative index, then the Buyer shall conclusively be deemed to have accepted such Changed Circumstance(s), such Changed Circumstance appropriate amendments shall be deemed made to constitute part of the Seller Disclosure Schedule, this Agreement to reflect such agreement and Schedule 6 attached hereto shall be deemed any particular requirements relating to have been revised to include and incorporate such Changed Circumstance(s)alternative index.

Changed Circumstances. The Seller (a) In the event that: (i) on any date on which the Eurodollar Rate would otherwise be set the Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the right to revise Eurodollar Rate, as the Seller Disclosure Schedule from time to time prior to the Closing Date to reflect any changes that occur after the Effective Date case may be, or (collectively, “Changed Circumstances”ii) by delivering a revised Seller Disclosure Schedule to Buyer at any time prior the Lender shall have determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of, or conversion of any Loan to, a Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank eurodollar market or (2) compliance by the Lender with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or (B) the Eurodollar Rate shall no longer represent the effective cost to Closingthe Lender for United States dollar deposits in the interbank eurodollar market; providedthen, and in any such event, the Lender shall promptly so notify the Borrower thereof in writing. Until the Lender notifies the Borrower that Seller the circumstances giving rise to such notice no longer apply, the Lender’s obligation to allow selection by the Borrower of the type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If at the time the Lender so notifies the Borrower, the Borrower has previously given the Lender a Notice of Borrowing or Conversion with respect to one or more Affected Loans but such Loans have not yet gone into effect, the Borrower shall have been deemed to have requested that such Loans be made or converted, as applicable, to Base Rate Loans. Upon such date as shall be specified in such notice from the Lender (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to the outstanding Affected Loans, be deemed to have converted such Affected Loans to Base Rate Loans, but shall remain obligated to pay any amounts required to be paid pursuant to Section 2.16. (b) In case any law, regulation, treaty or official directive or the right interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law), in each case, effective after the date hereof: (i) subjects the Lender to revise any Tax with respect to payments of principal or interest or any other amounts payable hereunder by the Seller Disclosure Schedule Borrower or otherwise with respect to reflect the transactions contemplated hereby (except for Taxes imposed by way of withholding or incorporate deduction, which shall be governed solely and exclusively by Sections 2.21 and 2.22), or (ii) imposes, modifies or deems applicable any Changed Circumstances which Seller causes by willfully and intentionally breaching deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Lender (other than such requirements as are already included in the determination of the Eurodollar Rate), or (iii) imposes upon the Lender any other condition with respect to its representations, warranties or covenants performance under this AgreementAgreement or any other Loan Document, and the result of any of the foregoing is to increase the cost to the Lender, reduce the income receivable by the Lender or impose any expense upon the Lender with respect to any Loans or any payments made under or with respect to the Letters of Credit, the Lender shall promptly notify the Borrower thereof. Buyer shall have The Borrower agrees to pay to the right to review Lender the revised Seller Disclosure Schedule for a period of seven (7) business days after its receipt thereof (and amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by the Lender of a written statement of such amount and setting forth in reasonable information detail the Lender’s calculation thereof, which is necessary to evaluate the matters added statement shall be deemed true and correct absent manifest error. Notwithstanding anything to the Seller Disclosure Schedulecontrary in this Section, provided that Buyer has requested such additional information no later the Borrower shall not be required to compensate the Lender pursuant to this Section for any amounts incurred more than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business 180 days prior to the Closing Datedate that the Lender notifies the Borrower of the Lender’s intention to claim compensation therefor; provided that, if the Closing Date circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended for an additional number of days sufficient to allow Buyer to utilize include the full seven (7) business day-period allotted above. If both (i) prior to the expiration of such seven (7) business day period, Buyer delivers notice (“Changed Circumstance Objection Notice”) to the Seller that Buyer objects to the Changed Circumstance(s) set forth in the revised Seller Disclosure Schedule, and (ii) such Changed Circumstance(s) would result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then Buyer shall, as its sole and exclusive remedy, have the right to terminate this Agreement, in which event this Agreement shall terminate and no party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement. In the event that Buyer fails for any reason to deliver a Changed Circumstance Objection Notice within such seven (7) business day period, or such Changed Circumstance(s) do not result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then the Buyer shall conclusively be deemed to have accepted such Changed Circumstance(s), such Changed Circumstance shall be deemed to constitute part of the Seller Disclosure Schedule, and Schedule 6 attached hereto shall be deemed to have been revised to include and incorporate such Changed Circumstance(s)retroactive effect.

Changed Circumstances. The Seller Company Manager shall have the right to revise the Seller Disclosure Schedule from time to time prior to the Closing Date to reflect any changes that occur after the Effective Date (collectively, “Changed Circumstances”) by delivering a revised Seller Disclosure Schedule to Buyer the Operating Partnership at any time prior to Closing; provided, that Seller the Company Manager shall not have the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller the Company Manager causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer The Operating Partnership shall have the right to review the revised Seller Disclosure Schedule for a period of seven (7) business days after its receipt thereof (and of such additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer the Operating Partnership has requested such additional information no later than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller Company Manager delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days prior to the Closing Date, the Closing Date shall be extended for an additional number of days sufficient to allow Buyer the Operating Partnership to utilize the full seven (7) business day-period allotted above. If both (i) prior to the expiration of such seven (7) business day period, Buyer the Operating Partnership delivers notice (“Changed Circumstance Objection Notice”) to the Seller Company Manager that Buyer the Operating Partnership objects to the Changed Circumstance(s) set forth in the revised Seller Disclosure Schedule, and (ii) such Changed Circumstance(s) would result in a material adverse effect on Buyerthe Operating Partnership’s proposed use and operation of the Property, as determined in Buyerthe Operating Partnership’s sole reasonable discretion, then Buyer the Operating Partnership shall, as its sole and exclusive remedy, have the right to terminate this Agreement, in which event this Agreement shall terminate and no party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement. In the event that Buyer the Operating Partnership fails for any reason to deliver a Changed Circumstance Objection Notice within such seven (7) business day period, or such Changed Circumstance(s) do not result in a material adverse effect on Buyerthe Operating Partnership’s proposed use and operation of the Property, as determined in Buyerthe Operating Partnership’s sole reasonable discretion, then the Buyer Operating Partnership shall conclusively be deemed to have accepted such Changed Circumstance(s), such Changed Circumstance shall be deemed to constitute part of the Seller Disclosure Schedule, and Schedule 6 attached hereto shall be deemed to have been revised to include and incorporate such Changed Circumstance(s)) and no breach of representation, warranty or covenant shall thereafter be made with respect to the Changed Circumstance so disclosed.

Changed Circumstances. The Seller (a) Notwithstanding anything to the contrary herein or in any other Loan Document (and any Hedge Agreement shall be deemed not to be a “Loan Document” for purposes of this Section 3.8), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any 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 Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to revise the Seller Disclosure Schedule make Benchmark Replacement Conforming Changes from time to time prior and, notwithstanding anything to the Closing Date contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to reflect this Agreement or any changes other Loan Document. (c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that occur after may be made by the Effective Date Administrative Agent or, if applicable, any Lender (collectivelyor group of Lenders) pursuant to this Section 3.8, “Changed Circumstances”including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.8. (d) by delivering a revised Seller Disclosure Schedule Notwithstanding anything to Buyer the contrary herein or in any other Loan Document, at any time prior to Closing; provided(including in connection with the implementation of a Benchmark Replacement), that Seller shall not have the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer shall have the right to review the revised Seller Disclosure Schedule for a period of seven (7) business days after its receipt thereof (and of such additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer has requested such additional information no later than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days prior to the Closing Date, the Closing Date shall be extended for an additional number of days sufficient to allow Buyer to utilize the full seven (7) business day-period allotted above. If both (i) prior if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the expiration Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such seven Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (7ii) business day periodif a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, Buyer delivers or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to any Relevant Rate, (“Changed Circumstance Objection Notice”i) to the Seller that Buyer objects to the Changed Circumstance(s) set forth in the revised Seller Disclosure Schedulecase of a Term Benchmark Loan, the Borrower may revoke any request for a Term Benchmark Loan or a conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to (A) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, and (ii) in the case of any outstanding RFR Loan, such Changed Circumstance(s) would result Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in a material adverse effect on Buyer’s proposed use and operation any determination of the PropertyBase Rate. Furthermore, as determined in Buyerif any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s sole discretionreceipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then Buyer shalluntil such time as a Benchmark Replacement is implemented pursuant to this Section 3.8, as its sole and exclusive remedy(1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, have be converted by the right to terminate this Agreement, in which event this Agreement shall terminate and no party hereto shall thereafter have any further rights against, or obligations or liabilities Administrative Agent to, and shall constitute, (x) an RFR Loan so long as the other Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by reason of this Agreement. In the event that Buyer fails for any reason to deliver a Changed Circumstance Objection Notice within such seven (7) business day period, or such Changed Circumstance(s) do not result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then the Buyer shall conclusively be deemed to have accepted such Changed Circumstance(s), such Changed Circumstance shall be deemed to constitute part of the Seller Disclosure ScheduleAdministrative Agent to, and Schedule 6 attached hereto shall be deemed to have been revised to include and incorporate such Changed Circumstance(s)constitute a Base Rate Loan.

Changed Circumstances. The In the event Seller shall have obtains actual knowledge, before Closing, of any fact which is materially contrary to, or which Seller reasonably believes may materially affect, any of the right representations or warranties contained herein, Seller agrees to revise promptly notify Buyer of that fact, in writing. On or before 5:00 p.m. Pacific Time on the Seller Disclosure Schedule from time third (3rd) business day after Buyer's receipt of any such notification, Buyer may elect (i) to time prior proceed with the purchase and sale of the Property, as provided herein, or (ii) to the Closing Date to reflect any changes that occur after the Effective Date (collectively, “Changed Circumstances”) by delivering a revised Seller Disclosure Schedule to Buyer at any time prior to Closing; provided, request that Seller shall not have cure the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer shall have the right to review the revised Seller Disclosure Schedule for a period of seven (7) business days after its receipt thereof (and of such additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer has requested such additional information no later than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days untrue representation prior to the Closing Date, . Buyer's failure to request that Seller cure any untrue representation within the Closing Date time provided for in this Section 13 shall be extended for an additional number constitute Buyer's waiver of days sufficient any claim based upon such representation and Buyer's election to allow Buyer to utilize proceed with the full seven purchase and sale of the Property as provided herein. On or before the third (73rd) business day-day following its receipt of any request from Buyer, pursuant to this Section 13, to cure any untrue representation, Seller shall notify Buyer whether or not Seller will so cure the untrue representation. In the event Seller elects not to cure the untrue representation or fails to notify Buyer whether or not Seller will cure any such untrue representation within the time period allotted above. If both provided by the preceding sentence, Buyer shall have until 5:00 p.m. Pacific Time on the third (i3rd) prior to business day following the expiration of such seven (7) business day period, Buyer delivers notice (“Changed Circumstance Objection Notice”) to the Seller that Buyer objects to the Changed Circumstance(s) set forth time period provided in the revised Seller Disclosure Schedule, preceding sentence to elect to terminate this Agreement. Buyer's failure to terminate this Agreement within the specific time period provided in this Section 13 shall constitute Buyer's waiver of any claim based upon such representation and (ii) such Changed Circumstance(s) would result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then Buyer shall, as 's election to waive its sole and exclusive remedy, have the right to terminate this Agreement, in which event Agreement pursuant to this Agreement Section 13 and Buyer shall terminate proceed with the purchase and no party hereto shall thereafter have any further rights against, or obligations or liabilities to, sale of the other by reason Property pursuant to the terms of this Agreement. In the event that Buyer fails for any reason elects to deliver a Changed Circumstance Objection Notice within such seven (7) business day periodterminate this Agreement in accordance with this Section 13, or such Changed Circumstance(s) do not result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then the Buyer shall conclusively be deemed provide written notice of termination to Seller and Escrow Holder upon which Escrow Holder shall promptly return the Deposit to Buyer and Buyer and Seller shall have accepted such Changed Circumstance(s), such Changed Circumstance shall be deemed no further rights or obligations pursuant to constitute part of the Seller Disclosure Schedule, and Schedule 6 attached hereto shall be deemed to have been revised to include and incorporate such Changed Circumstance(s)this Agreement except as otherwise expressly provided in this Agreement.

Changed Circumstances. The Seller (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make LIBOR Rate Loans or to fund or maintain LIBOR Rate Loans hereunder, such Lender shall have notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrower of such event, and the right of the Borrower to revise select LIBOR Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Seller Disclosure Schedule Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and the Borrower shall forthwith prepay in full all LIBOR Rate Loans then outstanding and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrower, within three Business Days after such notice from time to time prior to the Closing Date to reflect any changes that occur after Administrative Agent, requests the Effective Date (collectively, “Changed Circumstances”) by delivering a revised Seller Disclosure Schedule to Buyer at any time prior to Closingconversion of all LIBOR Rate Loans then outstanding into Base Rate Loans; provided, that Seller if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such LIBOR Rate Loan, the Borrower shall also pay any amount due pursuant to Section 4.10. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to be made or continued as or converted into a LIBOR Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a Pending Loan), notify the Borrower that the LIBOR Rate will not have adequately reflect the cost to the Lenders of making or funding such Pending Loan as a LIBOR Rate Loan or that the Interbank Offered Rate is not reasonably determinable, including from any interest rate reporting service of recognized standing, then the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer shall have the right to review the revised Seller Disclosure Schedule for a period of seven (7) business days after its receipt thereof (and of such additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer has requested such additional information no later than five (5) business days after its receipt of the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days prior Borrower to the Closing Dateselect LIBOR Rate Loans for such Pending Loan, the Closing Date any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be extended for an additional number of days sufficient suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to allow Buyer be made, continued or converted shall be made or continued as or converted into a Base Rate Loan. (c) If, due to utilize the full seven (7) business day-period allotted above. If both either (i) prior the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the LIBOR Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the expiration of extent such seven (7) business day periodintroduction, Buyer delivers notice (“Changed Circumstance Objection Notice”) to the Seller that Buyer objects to the Changed Circumstance(s) set forth in the revised Seller Disclosure Schedulechange or interpretation affects taxes measured by net income), and or (ii) the compliance with any guideline or request (except to the extent such Changed Circumstance(sguideline or request affects taxes measured by net income) would result from any central bank or other governmental authority (whether or not having the force of law) made after the date hereof, there shall be any increase in a material adverse effect on Buyer’s proposed use and operation the cost to any Lender of the Propertyagreeing to make or making, funding or maintaining LIBOR Rate Loans (other than as determined separately provided for in Buyer’s sole discretion, then Buyer shall, as its sole and exclusive remedy, have the right to terminate this Agreement, in which event this Agreement shall terminate and no party hereto shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Agreement. In the event that Buyer fails for any reason to deliver a Changed Circumstance Objection Notice within such seven (7) business day period, or such Changed Circumstance(s) do not result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretionSection 4.15(d)), then the Buyer Borrower shall conclusively be deemed from time to have accepted time, within 30 days after demand by such Changed Circumstance(sLender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Changed Circumstance Lender additional amounts sufficient to compensate such Lender for such increased cost. (d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender’s capital as a consequence of its maintaining its Loans or Letter of Credit Obligations, or commitment to make Revolving Credit Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender’s capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrower and the Administrative Agent thereof. The Borrower agree to pay to the Administrative Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction. (e) Before giving any notice pursuant to Section 4.15(a) or making any demand pursuant to Section 4.15(c) or (d), each Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (f) A certificate of a Lender claiming compensation under Section 4.15(c) or (d) shall be deemed to constitute part conclusive in the absence of manifest error. Such certificate shall set forth the nature of the Seller Disclosure Scheduleoccurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and Schedule 6 attached hereto shall be deemed to have been revised to include the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and incorporate such Changed Circumstance(s)attribution methods.

Changed Circumstances. The Seller (a) (a) Circumstances Affecting Base LIBOR RateBenchmark Availability. Subject to clause (c) below, in connection with any request for a LIBORSOFR Borrowing or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall have determine (which determination shall be conclusive and binding absent manifest error) that 57 Dollar deposits are not being offered to banks in the right London interbank eurodollar market reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the applicable amount and Interest Period of such Loanwith respect to revise the Seller Disclosure Schedule from time to time a proposed Term SOFR Loan on or prior to the Closing Date first day of such Interest Period, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Term SOFR Loans during such Interest Period, (iii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest PeriodAdjusted Daily Simple SOFR with respect to a proposed LIBOR BorrowingAdjusted Daily Simple SOFR Loan or (iiiiv) the Required LendersAdministrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR RateAdjusted Daily Simple SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Adjusted Daily Simple SOFR Loans during such Interest Period, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, untilUpon notice thereof by the Administrative Agent notifiesto the Borrower that such circumstances no longer exist, the, any changes that occur obligation of the Lenders to make LIBOR BorrowingsSOFR Loans, and theany right of the Borrower to convert any Loan to or continue any Loan as a LIBOR BorrowingSOFR Loan, shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Borrowing together with accrued interest thereon (subject to Section 4.4), on the last day of the then current Interest Period applicable to such LIBOR Borrowing; or (B) Borrowings shall, to the extent permissible under Applicable Law, bear interest at the Substitute Rate, rather than any Loans becoming payable. (to the extent of the affected SOFR Loans or, with respect to any Term SOFR Loan, the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or, with respect to any Term SOFR Loan, the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and any outstanding affected Adjusted Daily Simple SOFR Loans will be deemed to have been converted into Base Rate Loans immediately. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.4. (b) (b) Laws Affecting Base LIBOR RateSOFR Availability. If, after the Effective Date date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (collectivelyor any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, “Changed Circumstances”central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) by delivering a revised Seller Disclosure Schedule to Buyer at honor its obligations hereunder to make or maintain any time prior LIBOR BorrowingSOFR Loan, or to Closing; provideddetermine or charge interest based upon SOFR, that Seller Adjusted Daily Simple SOFR, Adjusted Term SOFR, the Term SOFR Reference Rate or Term SOFR, such Lender shall not have the right to revise the Seller Disclosure Schedule to reflect or incorporate any Changed Circumstances which Seller causes by willfully and intentionally breaching its representations, warranties or covenants under this Agreement. Buyer shall have the right to review the revised Seller Disclosure Schedule for a period of seven (7) business days after its receipt promptly give notice thereof (and of such additional reasonable information which is necessary to evaluate the matters added to the Seller Disclosure Schedule, provided that Buyer has requested such additional information no later than five (5) business days after its receipt of Administrative Agent and the revised Seller Disclosure Schedule). If the Seller delivers a revised Seller Disclosure Schedule on a day that is less than seven (7) business days prior Administrative Agent shall promptly give notice to the Closing DateBorrower and the other Lenders. Thereafter, until the Closing Date shall be extended for an additional number of days sufficient to allow Buyer to utilize Administrative Agent notifies the full seven (7) business day-period allotted above. If both Borrower that such circumstances no longer exist, (i) prior the obligationsany obligation of the Lenders to make LIBOR BorrowingsSOFR Loans, and theany right of the Borrower to convert any Loan to a LIBOR BorrowingSOFR Loan or continue any Loan as a LIBOR BorrowingSOFR Loan, shall be suspended and thereafter the Borrower may select only Adjusted Base Rate Borrowings that shall, to the expiration of such seven (7) business day periodextent permissible under Applicable Law, Buyer delivers notice (“Changed Circumstance Objection Notice”) to bear interest at the Seller that Buyer objects to the Changed Circumstance(s) set forth in the revised Seller Disclosure ScheduleSubstitute Rate, and (ii) such Changed Circumstance(s) would result in a material adverse effect on Buyer’s proposed use and operation if any of the PropertyLenders may not lawfully continue to maintain a LIBOR Borrowing to the end of the then current Interest Period applicable thereto, as determined the applicable Loan shall immediately be converted to a Adjusted Base Rate Borrowing bearing interest at the Substitute Rate for the remainder of such Interest Period. (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”, in Buyer’s sole discretioneach case until each such affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, then Buyer the Borrower shall, as its sole and exclusive remedyif necessary to avoid such illegality, have upon demand from any Lender (with a copy to the right Administrative Agent), prepay or, if applicable, convert all SOFR Loans to terminate this AgreementBase Rate Loans (in each case, in which event this Agreement if necessary to avoid such illegality, the Administrative Agent shall terminate and no party hereto shall thereafter have compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), (x) immediately with respect to any further rights againstAdjusted Daily Simple SOFR Loans or (y) on the last day of the Interest Period therefor with respect to any Term SOFR Loans, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans, to such day, or obligations immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans to such day. Upon any such prepayment or liabilities toconversion, the other by reason of this Agreement. In Borrower shall also pay accrued interest on the event that Buyer fails for amount so prepaid or converted, together with any reason additional amounts required pursuant to deliver a Changed Circumstance Objection Notice within such seven (7) business day period, or such Changed Circumstance(s) do not result in a material adverse effect on Buyer’s proposed use and operation of the Property, as determined in Buyer’s sole discretion, then the Buyer shall conclusively be deemed to have accepted such Changed Circumstance(s), such Changed Circumstance shall be deemed to constitute part of the Seller Disclosure Schedule, and Schedule 6 attached hereto shall be deemed to have been revised to include and incorporate such Changed Circumstance(s)Section 4.4.