Common use of Administrative Agent’s and Lxxxxx’s Rights Clause in Contracts

Administrative Agent’s and Lxxxxx’s Rights. In the case of any event specified in Section 2.11(a), the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 2.11(b), such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (i) the Lenders, in the case of such notice given by the Administrative Agent, or (ii) such Lender, in the case of such notice given by such Lender, to fund, and the right of the Borrower to select, convert or renew, a Loan accruing Interest by reference to the Term SOFR Rate shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent and the Borrower, of the Administrative Agent’s or such Lxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent or a Lender makes a determination under Sections 2.11(a) or (b), (A) if the Borrower has delivered a Borrowing Request for an affected Loan that has not yet been made, such Borrowing Request shall be deemed to have requested a Loan accruing Interest at the Base Rate and (B) any outstanding affected Loan (or portion thereof) shall be deemed to have been converted into a Loan accruing Interest at the Base Rate at the end of the applicable Interest Period; provided that the Borrower may revoke any such Borrowing Request (without penalty) prior to the borrowing of such Loan upon written notice to the Administrative Agent.

Administrative Agent’s and Lxxxxx’s Rights. In the case of any event specified in Section 2.11(a)5.04(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 2.11(b)5.04(b) above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (i) the Lenders, in the case of such notice given by the Administrative Agent, or (ii) such Lender, in the case of such notice given by such Lender, to fund, and the right of allow the Borrower to select, convert to or renew, renew a Loan accruing under the affected Interest by reference to the Term SOFR Rate Option shall be suspended (to the extent of the affected Interest Rate Option or Tranche Periods) until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent and the BorrowerAgent, of the Administrative Agent’s or such Lxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent or a Lender makes a determination under Sections 2.11(aSection 5.04(a) or (b), (A) if and the Borrower has delivered a Borrowing Request for previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Loan that Interest Rate Option and such Interest Rate Option has not yet been madegone into effect, such Borrowing Request notification shall be deemed to have requested a Loan accruing Interest at provide for selection of, conversion to or renewal of the Base Rate and (B) Option otherwise available with respect to such Loans. If any outstanding Lender notifies the Administrative Agent of a determination under Section 5.04(b), the Borrower shall, subject to the Borrower’s obligation to pay any Breakage Fees, as to any Loan of the Lender to which an affected Interest Rate Option applies, on the date specified in such notice either convert such Loan (or portion thereof) shall be deemed to have been converted into a Loan accruing Interest at the Base Rate at the end of the applicable Interest Period; provided that Option otherwise available with respect to such Loan or prepay such Loan in accordance with Section 2.02(d). Absent due notice from the Borrower may revoke any of conversion or prepayment, such Borrowing Request (without penalty) prior Loan shall automatically be converted to the borrowing of Base Rate Option otherwise available with respect to such Loan upon written notice to the Administrative Agentsuch specified date.

Administrative Agent’s and Lxxxxx’s Rights. In the case of any event specified in Section 2.11(a)4.4.1 [Unascertainable; Increased Costs] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 2.11(b)4.4.2 [Illegality] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (iA) the Lenders, in the case of such notice given by the Administrative Agent, or (iiB) such Lender, in the case of such notice given by such Lender, to fund, and allow the right of the Borrower Borrowers to select, convert to or renew, renew a Loan accruing Interest by reference to the Term SOFR Rate Loan or shall be suspended (to the extent of the affected Term SOFR Rate Loan or Interest Periods) until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent and the BorrowerAgent, of the Administrative Agent’s 's or such Lxxxxx’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent or a Lender makes a determination under Sections 2.11(a) Section 4.4.1 [Unascertainable; Increased Costs] and the Borrowers have previously notified the Administrative Agent of their selection of, conversion to or (b), (A) if the Borrower has delivered renewal of a Borrowing Request for an affected Loan that Term SOFR Rate Option and such Term SOFR Rate Option has not yet been madegone into effect, such Borrowing Request notification shall be deemed to have requested a Loan accruing Interest at provide for selection of, conversion to or renewal of the Base Rate and Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [Illegality], the Borrowers shall, subject to the Borrowers' indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of the Lender to which a Term SOFR Rate Option applies, on the date specified in such notice either (Bi) any outstanding affected convert such Loan (or portion thereof) shall be deemed to have been converted into a Loan accruing Interest at the Base Rate at Option otherwise available with respect to such Loan, or (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the end Borrowers of the applicable Interest Period; provided that the Borrower may revoke any conversion or prepayment, such Borrowing Request (without penalty) prior Loan shall automatically be converted to the borrowing of Base Rate Option otherwise available with respect to such Loan upon written notice to the Administrative Agentsuch specified date.