Common use of Request for Agent Action Clause in Contracts

Request for Agent Action. Agent and Lenders acknowledge that in the ordinary course of business of Borrower, (a) the Loan Parties may enter into Leases covering the Mortgaged Property and the Negative Pledge Property that may require the execution of a subordination, attornment and non-disturbance agreement, (b) the Mortgaged Property and the Negative Pledge Property may be subject to a condemnation or other taking, (c) the Loan Parties may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of Agent. In connection with the foregoing, Lenders hereby expressly authorize Agent to (a) execute and deliver with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (b) execute releases of Liens of Mortgaged Property and Equity Interests in connection with dispositions permitted in this Agreement or in connection with any condemnation or other taking, (c) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Mortgaged Property or Negative Pledge Property, or (d) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Loan Parties’ respective businesses.

Request for Agent Action. Agent and Lenders acknowledge that in the ordinary course of business of Borrower, (a) the Loan Parties may Borrower will enter into Leases covering the Mortgaged Property Ultra Lease and, in connection therewith, Ultra LGS and the Negative Pledge Property that Borrower may require the execution of a subordination, attornment and non-disturbance agreementthe SNDA, (b) the Mortgaged Property and the Negative Pledge Property may be subject to a condemnation or other taking, (c) the Loan Parties Borrower may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of Agent. In connection with the foregoing, Lenders hereby expressly authorize and require Agent to (a) execute and deliver with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease SNDA upon such terms as all Lenders shall have approved and thereupon Agent in its good faith reasonable judgment determines are appropriate (and Lenders shall be bound by the terms thereof and the rights and remedies of Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of and Lenders under the Loan Documents)Documents shall be subject to the terms thereof in all respects, (b) execute releases of Liens of Mortgaged Property and Equity Interests in connection with dispositions permitted in this Agreement or in connection with any condemnation or other takingtaking and Agent hereby covenants that it will execute and/or authorize such release, (c) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Mortgaged Property or Negative Pledge Property, or (d) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Loan Parties’ Borrower’s respective businesses. Any amendment or modification of the SNDA shall require the approval of all Lenders.

Request for Agent Action. Agent and the Lenders acknowledge that in the ordinary course of business of Borrowerthe Borrowers, (a) the Loan Parties may Borrowers will enter into Leases leases or rental agreements covering the Mortgaged Property and the Negative Pledge Property Properties that may require the execution of a subordinationSubordination, attornment Attornment and nonNon-disturbance agreementDisturbance Agreement in favor of the tenant or licensee thereunder, (b) the a Mortgaged Property and the Negative Pledge Property may be subject to a condemnation or other takingTaking, (c) the Loan Parties a Borrower may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision plat, dedicate roads or utilitiesProperties, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent to (aw) execute and deliver to the Borrowers Subordination, Attornment and Non-Disturbance Agreements with the applicable Loan Party any tenant or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease licensee under a Lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease Lease to control over the applicable provisions of the Loan Documents), (bx) execute releases of Liens of Mortgaged Property and Equity Interests in connection with dispositions permitted in this Agreement or liens in connection with any condemnation or other takingTaking, (cy) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications easements or similar matters agreements affecting the Mortgaged Property or Negative Pledge Property, or (dz) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to the Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Loan PartiesBorrowers’ respective businessesbusiness.

Request for Agent Action. Agent and the Lenders acknowledge that in the ordinary course of business of Borrower, (a) the Loan Parties may Borrower will enter into Leases leases or rental agreements covering the Mortgaged Property and the Negative Pledge Property that may require the execution of a subordinationSubordination, attornment Attornment and nonNon-disturbance agreementDisturbance Agreement in favor of the tenant thereunder, (b) the Mortgaged Property and the Negative Pledge Property may be subject to a condemnation or other takingTaking, (c) the Loan Parties Borrower may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize Agent the Agent, without further review or approval of the Lenders, to (aw) execute and deliver to Borrower Subordination, Attornment and Non-Disturbance Agreements with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease tenant under a Lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease Lease to control over the applicable provisions of the Loan Documents), (bx) execute releases of Liens of Mortgaged Property and Equity Interests in connection with dispositions permitted in this Agreement or liens in connection with any condemnation or other takingTaking, (cy) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications easements or similar matters agreements affecting the Mortgaged Property or Negative Pledge Property, or (dz) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to the Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of Borrower’s business. Notwithstanding anything to the contrary contained herein, in connection with any Borrower request for a Partial Release in accordance with §34 hereof, the Lenders hereby expressly authorize the Agent, without further review or approval of the Lenders, to execute and deliver to Borrower a Partial Release for any Release Property (and any other documents in connection with such action (including, without limitation, amendments to the Loan Parties’ respective businessesDocuments) in form and substance satisfactory to Agent) in accordance with §34 (provided all of the conditions to the issuance of such Partial Release in §34 have been satisfied in Agent’s judgment).

Request for Agent Action. Agent and the Lenders acknowledge that in the ordinary course of business of Borrowerthe Borrowers, (a) the Loan Parties a)Borrowers may enter into Leases leases covering the Mortgaged Property and the Negative Pledge Property Collateral that may require the execution of a subordination, attornment and non-disturbance agreementagreement in favor of the tenant thereunder, (b) the Mortgaged Property and the Negative Pledge Property b)the Collateral may be subject to a condemnation or other taking, (c) the Loan Parties c)Borrower may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge PropertyCollateral, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent to (a) execute w)execute and deliver with to the applicable Loan Party or Loan Parties and any tenant, Borrower subordination, attornment and non-disturbance agreements with respect to any tenant under a lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (b) execute x)execute releases of Liens liens of Mortgaged Property and Equity Interests in connection with dispositions as permitted in this Agreement or in connection with any condemnation or other taking, (c) execute y)execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Mortgaged Property or Negative Pledge PropertyCollateral, or (d) execute z)execute consents, approvals, or other agreements in form and substance reasonably satisfactory to the Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of Borrowers’ business. Without limiting the Loan Parties’ respective businessesforegoing, the Agent may delegate to the Title Insurance Company pursuant to the Tri-Party Agreement the right to execute certain consents on behalf of Agent and the Lenders as described in §5.5. §14.14 [Intentionally omitted.]

Request for Agent Action. Agent and Lenders the Banks acknowledge that in the ordinary course of business of the Borrower, (a) the Loan Parties may Borrower will enter into Leases leases or rental agreements covering the Mortgaged Property and the Negative Pledge Property Collateral Properties that may require the execution of a subordination, attornment and non-disturbance agreementand attornment agreement in favor of the tenant thereunder, (b) the Mortgaged Property and the Negative Pledge Collateral Property may be subject to a condemnation or other taking, taking and (c) the Loan Parties Borrower may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Collateral Property, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, Lenders the Banks hereby expressly authorize the Agent to take any of the following actions which Agent in its good faith judgment determines are appropriate, (aw) execute and deliver with to the applicable Loan Party or Loan Parties Borrower and any tenant, the Guarantors subordination, attornment and non-disturbance agreements with respect to any lease tenant under a Lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease Lease to control over the applicable provisions of the Loan Documents), (bx) execute consent to releases of Liens portions of Mortgaged the Collateral Property and Equity Interests in connection with dispositions permitted in this Agreement or in connection with any condemnation or other taking, (cy) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Mortgaged Property or Negative Pledge any Collateral Property, or (dz) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to the Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Loan Parties’ respective businessesBorrower’s business.

Request for Agent Action. Agent Agent, LC Issuer and Lenders acknowledge that in the ordinary course of business of Borrowerthe Loan Parties, (a) the Loan Parties may enter into Leases leases covering the Mortgaged Property and the Negative Pledge Property Eligible Asset that may require the execution of a subordination, attornment and non-disturbance agreement, (b) the Mortgaged Property and the Negative Pledge Property Eligible Asset may be subject to a condemnation or other taking, (c) the Loan Parties may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision platEligible Asset, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of Agent. In connection with the foregoing, LC Issuer and Lenders hereby expressly authorize Agent to (a) execute and deliver with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (b) execute releases of Liens of Mortgaged Property and Equity Interests Eligible Asset in connection with dispositions permitted in this Agreement or in connection with any condemnation or other taking, (c) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Mortgaged Property or Negative Pledge PropertyEligible Asset, or (d) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Loan Parties’ ' respective businesses.

Request for Agent Action. Agent and Lenders acknowledge that in the ordinary course of business of Borrower, (a) the Loan Parties may enter into Leases covering the Mortgaged Property and the Negative Pledge Property that may require the execution of a subordination, attornment and non-disturbance agreement, (b) the Mortgaged Property and the Negative Pledge Property may be subject to a condemnation or other taking, (c) the Loan Parties may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of Agent. In connection with the foregoing, Lenders hereby expressly authorize Agent to (a) execute and deliver with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (b) execute releases of Liens of Mortgaged Property and Property, Equity Interests and other items of Collateral in connection with dispositions permitted in this Agreement or in connection with any condemnation or other takingtaking (and which Agent agrees to do at the request of Borrower), (c) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Mortgaged Property or Negative Pledge Property, or (d) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Loan Parties’ respective businesses.

Request for Agent Action. Agent and Lenders acknowledge that in the ordinary course of business of Borrower, (a) the Loan Parties may enter into Leases covering the Mortgaged Property and the Negative Pledge Property that may require the execution of a subordination, attornment and non-disturbance agreement, (b) the Mortgaged Property and the Negative Pledge Property may be subject to a condemnation or other taking, (c) the Loan Parties may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of Agent. In connection with the foregoing, Lenders hereby expressly authorize Agent to (a) execute and deliver with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (b) execute releases of Liens of Mortgaged Property and Equity Interests in connection with dispositions permitted in this Agreement or in connection with any condemnation or other taking, (c) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Mortgaged Property or Negative Pledge Property, or (dc) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Loan Parties’ respective businesses. Lenders further expressly authorize Agent to (i) execute consents or releases of Liens of Mortgaged Property, Equity Interests and other items of Collateral in connection with dispositions pursuant to §8.8 of this Agreement or as otherwise permitted in this Agreement or in connection with any condemnation or other taking and (ii) to release any Lien on any assets of the Loan Parties granted to or otherwise held by Agent under or in connection with the Original Credit Agreement and the Loan Documents as in effect immediately prior to the Effective Date that is not required to be Collateral under this Agreement or any other Loan Document as in effect from and after the Effective Date. In addition, Agent is hereby expressly authorized to execute and deliver any intercreditor agreement, collateral trust or similar agreement contemplated by §8.2(xviii) and to enter into such modifications of the Security Documents, if any, as Agent may determine necessary or appropriate to effectuate the provisions of any such intercreditor agreement, collateral trust or similar agreement and the transactions and amendments contemplated thereby.

Request for Agent Action. The Agent and the Lenders acknowledge that in the ordinary course of business of the Borrower, (a) the Loan Parties may enter into Leases covering the Mortgaged Property and the Negative Pledge Property that may require the execution of a subordination, attornment and non-disturbance agreement, (b) the Mortgaged Property and the Negative Pledge Property may be subject to a condemnation Taking, or other taking, (cb) the Loan Parties Borrower may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent to (a) execute and deliver with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (bx) execute releases of Liens of Mortgaged Property and Equity Interests in connection with dispositions permitted in this Agreement or liens in connection with any condemnation or other takingTaking, (cy) execute consents or subordinations in form and substance reasonably satisfactory to the Agent in connection with any easements, agreements, plats, dedications easements or similar matters agreements affecting the Mortgaged Property or Negative Pledge Property, or (dz) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to the Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Borrower’s business. Bankruptcy . In the event a bankruptcy or other insolvency proceeding is commenced by or against the Borrower or any Guarantor with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf of all Lenders. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Required Lenders or all of the Lenders as required by this Agreement. Each Lender irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless the Agent fails to file such claim within thirty (30) days after receipt of written notice from the Lenders requesting that the Agent file such proof of claim. Reliance by the Agent . The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Approvals . If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Lenders or the Required Lenders is required or permitted under this Agreement, each Lender agrees to give the 101 Agent, within ten (10) days of receipt of the request for action from the Agent together with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Parties’ respective businessesDocuments), notice in writing of approval or disapproval (collectively, “Directions”) in respect of any action requested or proposed in writing pursuant to the terms hereof. To the extent that any Lender does not approve any recommendation of the Agent, such Lender shall in such notice to the Agent describe the actions that would be acceptable to such Lender. If consent is required for the requested action, any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action. In the event that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by the Agent, then for the purposes of this paragraph each Lender shall be required to respond to a request for Directions within five (5) Business Days of receipt of such request. The Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless the Agent and such other Lenders have otherwise been notified in writing. The Borrower Not Beneficiary . Except for the provisions of §14.9 relating to the appointment of a successor Agent, the provisions of this §14 are solely for the benefit of the Agent and the Lenders, may not be enforced by the Borrower or any Guarantor, and except for the provisions of §14.9, may be modified or waived without the approval or consent of the Borrower. [Intentionally Omitted] .

Request for Agent Action. The Agent and the Lenders acknowledge that in the ordinary course of business of the Borrower, (a) the Loan Parties may enter into Leases covering the Mortgaged Property and the Negative Pledge Property that may require the execution of a subordination, attornment and non-disturbance agreement, (b) the Mortgaged Property and the Negative Pledge Borrowing Base Property may be subject to a condemnation Taking, or other taking, (cb) the Loan Parties Borrower or any Subsidiary Guarantor may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision plat, dedicate roads or utilitiesBorrowing Base Properties, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent to (a) execute and deliver with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (bx) execute releases of Liens of Mortgaged Property and Equity Interests in connection with dispositions permitted in this Agreement or liens in connection with any condemnation or other takingTaking, (cy) execute consents or subordinations in form and substance reasonably satisfactory to the Agent in connection with any easements, agreements, plats, dedications easements or similar matters agreements affecting the Mortgaged Property or Negative Pledge Borrowing Base Property, or (dz) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to the Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Borrower’s business. Bankruptcy . In the event a bankruptcy or other insolvency proceeding is commenced by or against the Borrower or any Guarantor with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf of all Lenders. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Required Lenders or all of the Lenders as required by this Agreement. Each Lender irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless the Agent fails to file such claim within thirty (30) days after receipt of written notice from the Lenders requesting that the Agent file such proof of claim. Reliance by the Agent . The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Approvals . If consent is required for some action under this Agreement, or except as otherwise provided herein an approval of the Lenders or the Required Lenders is required or permitted under this Agreement, each Lender agrees to give the Agent, within ten (10) days of receipt of the request for action from the Agent together 143 102175686\V-9 102175686\V-9 US_Active\114487228114490487\V-17 with all reasonably requested information related thereto (or such lesser period of time required by the terms of the Loan Parties’ respective businessesDocuments), notice in writing of approval or disapproval (collectively, “Directions”) in respect of any action requested or proposed in writing pursuant to the terms hereof. To the extent that any Lender does not approve any recommendation of the Agent, such Lender shall in such notice to the Agent describe the actions that would be acceptable to such Lender. If consent is required for the requested action, any Lender’s failure to respond to a request for Directions within the required time period shall be deemed to constitute a Direction to take such requested action. In the event that any recommendation is not approved by the requisite number of Lenders and a subsequent approval on the same subject matter is requested by the Agent, then for the purposes of this paragraph each Lender shall be required to respond to a request for Directions within five (5) Business Days of receipt of such request. The Agent and each Lender shall be entitled to assume that any officer of the other Lenders delivering any notice, consent, certificate or other writing is authorized to give such notice, consent, certificate or other writing unless the Agent and such other Lenders have otherwise been notified in writing. The Borrower Not Beneficiary . Except for the provisions of §14.9 relating to the appointment of a successor Agent, the provisions of this §14 are solely for the benefit of the Agent and the Lenders, may not be enforced by the Borrower or any Guarantor, and except for the provisions of §14.9, may be modified or waived without the approval or consent of the Borrower.

Request for Agent Action. Agent and Lenders the Banks acknowledge that in the ordinary course of business of the Borrower, (a) Borrower or the Loan Parties Approved Subsidiaries may enter into Leases leases covering the Mortgaged Property and the Negative Pledge Property Collateral that may require the execution of a subordination, attornment and non-disturbance agreementagreement in favor of the tenant thereunder, (b) the Mortgaged Property and the Negative Pledge Property Collateral may be subject to a condemnation or other taking, (c) Borrower or the Loan Parties Approved Subsidiaries may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge PropertyCollateral, record a subdivision plat, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, Lenders the Banks hereby expressly authorize the Agent to take any of the following actions which Agent in its good faith judgment determines are appropriate (aw) execute and deliver with to the applicable Loan Party or Loan Parties Borrower and any tenant, the Approved Subsidiaries subordination, attornment and non-disturbance agreements with respect to any tenant under a lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (bx) execute releases of Liens liens of Mortgaged Property and Equity Interests in connection with dispositions as permitted in this Agreement or in connection with any condemnation or other taking, (cy) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Mortgaged Property or Negative Pledge PropertyCollateral, or (dz) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to the Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of Borrower's or the Loan Parties’ respective businessesApproved Subsidiaries' business.

Request for Agent Action. Agent and Lenders acknowledge that in the ordinary course of business of Borrowerthe Loan Parties, (a) the Loan Parties may enter into Leases leases covering the Mortgaged Property and the Negative Pledge Property Eligible Asset that may require the execution of a subordination, attornment and non-disturbance agreement, (b) the Mortgaged Property and the Negative Pledge Property Eligible Asset may be subject to a condemnation or other taking, (c) the Loan Parties may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision platEligible Asset, dedicate roads or utilities, or take other actions or enter into other agreements in the ordinary course of business which similarly require the consent, approval or agreement of Agent. In connection with the foregoing, Lenders hereby expressly authorize Agent 6231593.9\0334186 to (a) execute and deliver with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease upon such terms as Agent in its good faith reasonable judgment determines are appropriate (Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease to control over the applicable provisions of the Loan Documents), (b) execute releases of Liens of Mortgaged Property and Equity Interests Eligible Asset in connection with dispositions permitted in this Agreement or in connection with any condemnation or other taking, (c) execute consents or subordinations in form and substance reasonably satisfactory to Agent in connection with any easements, agreements, plats, dedications or similar matters affecting the Mortgaged Property or Negative Pledge PropertyEligible Asset, or (d) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Loan Parties’ respective businesses.

Request for Agent Action. The Agent and the Lenders acknowledge that in the ordinary course of business of the Borrower, (a) the Loan Parties may Borrower and the Subsidiary Guarantors will enter into Leases leases or rental agreements covering the Mortgaged Property and the Negative Pledge Property Properties that may require the execution of a subordinationSubordination, attornment Attornment and nonNon-disturbance agreementDisturbance Agreement in favor of the tenant thereunder, (b) the a Mortgaged Property and the Negative Pledge Property may be subject to a condemnation or other takingTaking, (c) the Loan Parties Borrower or any Subsidiary Guarantor may desire to enter into easements or other agreements affecting the Mortgaged Property or the Negative Pledge Property, record a subdivision plat, dedicate roads or utilitiesProperties, or take other actions or enter into other agreements in the ordinary course of business (including, without limitation, Leases and amendments thereto) which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent to (aw) execute and deliver to the Borrower and the Subsidiary Guarantors Subordination, Attornment and Non-Disturbance Agreements with the applicable Loan Party or Loan Parties and any tenant, subordination, attornment and non-disturbance agreements with respect to any lease tenant under a Lease upon such terms as the Agent in its good faith reasonable judgment determines are appropriate (the Agent in the exercise of its good faith reasonable judgment may agree to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable lease Lease to control over the applicable provisions of the Loan Documents), (bx) execute releases of Liens of Mortgaged Property and Equity Interests in connection with dispositions permitted in this Agreement or liens in connection with any condemnation or other takingTaking, (cy) execute consents or subordinations in form and substance reasonably satisfactory to the Agent in connection with any easementsLeases, agreements, plats, dedications easements or similar matters other agreements affecting the Mortgaged Property or Negative Pledge Property, or (dz) execute consents, approvals, or other agreements in form and substance reasonably satisfactory to the Agent in connection with such other actions or agreements as may be desirable by Agent or any tenant necessary in the ordinary course of the Loan Parties’ respective businessesBorrower’s business.