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

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) above, Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified in Section 4.7(b) above, such Lender shall promptly so notify Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrowers. (i) 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 Administrative Agent, or (ii) such Lender, in the case of such notice given by such Lender, to allow the Borrowers to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the Borrowers, or such Lender shall have later notified Administrative Agent, of Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time Administrative Agent makes a determination under Section 4.7(a), (a) if the Borrowers have previously notified Administrative Agent of its selection of, conversion to or renewal of an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) If any Lender notifies Administrative Agent of a determination under Section 4.7(b), the Borrowers shall, subject to the Borrowers’ indemnification obligations under Section 11.3, 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a). Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a2.13(d)(i) above, the Applicable Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b2.13(d)(i) above, such Lender shall promptly so notify the Applicable Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Applicable Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the BorrowersBorrower. (iA) 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 Applicable Administrative Agent, or (ii) such Lender, in the case of such notice given by such Lender, to allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Applicable Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Applicable Administrative Agent, of the Applicable Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (iiB) If at any time the Applicable Administrative Agent makes a determination under Section 4.7(a2.13(d)(i), (a) if the Borrowers have Borrower has previously notified the Applicable Administrative Agent of its selection of, conversion to or renewal of a an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ Borrower’s election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however however, that absent notice from the Borrowers Borrower of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iiiC) If any Lender notifies the Applicable Administrative Agent of a determination under Section 4.7(b2.13(d)(ii), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations under Section 11.32.16, 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a2.11(a). Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) or (b) [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4(c) [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 Borrowers. (i) 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 (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 allow the Borrowers Borrower to select, convert to or renew a Term SOFR Rate Loan under the affected Interest Rate Option in each such Currency or Daily Simple SOFR Loan shall be suspended (to the extent of the affected Interest Term SOFR Rate OptionLoan, Daily Simple SOFR Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), 4.4(a) or (ab) if [Unascertainable] and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option or Daily Simple SOFR Option and the Term SOFR Rate Option or Daily Simple SOFR Option, and such Interest Rate Option as applicable, has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.4(c) [Illegality], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.11 [Indemnity], as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option or Daily Simple SOFR Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) [Unascertainable; Increased Costs] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4(b) [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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Term SOFR Rate Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Term SOFR Rate Option, Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a4.4(a) if [Unascertainable; Increased Costs] and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option and such Interest the Term SOFR Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) Loan. If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.4(b) [Illegality], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10 [Indemnity], as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.2 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4(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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to to, renew or renew continue a Term SOFR Rate Loan under the affected Interest Rate Option in each such Currency or Daily SOFR Loan, as applicable, shall be suspended (to the extent of the affected Term SOFR Rate Loan or Interest Rate Option, Periods or the applicable Interest PeriodsDaily SOFR Loan) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time . Upon a determination by Administrative Agent makes a determination under Section 4.7(a4.4(a), (ai) if the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option or Daily SOFR Option and such Interest the Term SOFR Rate Option or Daily SOFR Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the a Base Rate Option otherwise available with respect to such Loans in the amount specified therein and Loan, (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Daily SOFR Loans denominated in Dollars shall will be deemed to have been converted into Base Rate Loans immediately orimmediately, in the case of and (iii) any outstanding affected Term SOFR Rate Loans, Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b4.4(b), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10, as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option or Daily SOFR Option applies, on the date specified in such notice either convert such Loan to the a Base Rate Option Loan otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.2. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b) 4.4.2 [Illegality; Increased Costs] 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 Borrowers. (i) 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 (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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Term SOFR Rate Option in each such Currency shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a) if 4. 4.1 [Unascertainable] and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.4.2 [Illegality; Increased Costs], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.9 [Indemnity], as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.6 [Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b) 4.4.2 [Illegality; Increased Costs; Deposits Not Available] 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 Borrowers. (i) 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 (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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest LIBOR Rate Option in each such Currency shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a) if 4.4.1 [Unascertainable] and the Borrowers have Borrower has previously notified the Administrative Agent of its their selection of, conversion to or renewal of an affected Interest a LIBOR Rate Option, Option and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b), the Borrowers shall, subject to the Borrowers’ indemnification obligations under Section 11.3, 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a). Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.4.4.2 [

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 4.4.1 [Unascertainable; Increased Costs] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified in Section 4.7(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 Borrowers. (i) . 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 allow the Borrowers to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, Option or the applicable Interest Periods) until the Administrative Agent shall have later notified the Borrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a) if 4.4.1 [Unascertainable; Increased Costs] and the Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, (a) such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term SOFR Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ Borrower’s election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term SOFR Rate Loans, at the end of the applicable Interest Period Period, or prepaid in full immediately or, in the case of Term SOFR Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers Borrower of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.4.2 [Illegality], the Borrowers shall, subject to the Borrowers’ indemnification obligations Obligations under Section 11.35.10 [Indemnity], 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.05(a)(i) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.05(a)(ii) or 4.05(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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a SOFR Rate Loan under the affected Interest Rate Option in each such Currency or Daily SOFR Loan shall be suspended (to the extent of the affected Interest SOFR Rate OptionLoan, Daily SOFR Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a4.05(a) if and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a SOFR Rate OptionLoan or Daily SOFR Loan and the SOFR Rate or Daily 1M SOFR, and such Interest Rate Option as applicable, has not yet gone into effect, absent due notice from the Borrower of revocation, conversion or prepayment, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of a Loan bearing interest at the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b4.05(a)(ii) or 4.05(b), the Borrowers shall, subject to the Borrowers’ indemnification obligations under Section 11.3, Borrower shall as to any Loan of the Lender to which an affected Interest the SOFR Rate Option or Daily 1M SOFR applies, on the date specified in such notice either convert such Loan to a Loan bearing interest at the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a2.02(d). Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to a Loan bearing interest at the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) above2.04(a), the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b) above2.04(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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Loan under accruing interest by reference to Daily 1M SOFR or the affected Interest Term SOFR Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a2.04(a), (aA) if the Borrowers have previously notified Administrative Agent of its selection of, conversion to or renewal of Borrower has delivered a Loan Request for an affected Interest Rate Option, and such Interest Rate Option Loan that has not yet gone into effectbeen made, such notification Loan Request shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the request a Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods)Loan, (bB) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)2.04(b) above, the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations under Section 11.34.02, as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)Loan. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) or (b) [Unascertainable; Increased Costs] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4(c) [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 Borrowers. (i) 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 (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 allow the Borrowers Borrower to select, convert to or renew a Term SOFR Rate Loan under the affected Interest Rate Option in each such Currency or Daily Simple SOFR Loan shall be suspended (to the extent of the affected Interest Term SOFR Rate OptionLoan, Daily Simple SOFR Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), 4.4(a) or (ab) if [Unascertainable; Increased Costs] and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option or Daily Simple SOFR Option and the Term SOFR Rate Option or Daily Simple SOFR Option, and such Interest Rate Option as applicable, has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.4(c) [Illegality], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10 [Indemnity], as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option or Daily Simple SOFR Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a5.1(a) aboveof this Exhibit A, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b5.1(b) aboveof this Exhibit A, 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 BorrowersBorrower. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency shall be suspended SOFR Credit Extension (to the extent of the affected Interest Rate Option, SOFR Credit Extension or the applicable Interest Periods) shall be suspended until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time the Administrative Agent makes a determination under Section 4.7(a)5.1(a) of this Exhibit A, then (a) if the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest Rate Option, and such Interest Rate Option a Credit Extension that has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the a Base Rate Option otherwise available with respect to such Loans Credit Extension in the amount specified therein therein, and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars Credit Extensions shall be deemed to have been converted into a Base Rate Loans immediately orCredit Extension, (i) in the case of Term Rate Loansa SOFR Credit Extension, at the end of the applicable Interest Period, and (cii) any outstanding affected Loans denominated in an Alternative Currency shallall other cases, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency)immediately. (iii) If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)5.1(b) of this Exhibit A, the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations under Section 11.3the Amended Agreement, as to any Loan Credit Extension of the Lender to which an affected Interest Rate Option appliesis a SOFR Credit Extension, on the date specified in such notice either convert such Loan SOFR Credit Extension to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) Credit Extension or prepay such Loan SOFR Credit Extension in accordance with Section 3.4(a)the Amended Agreement. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan Credit Extension shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) Credit Extension upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) or (b) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrowing Agent thereof, and in the case of an event specified in Section 4.7(b4.4(c) 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 Borrowers. (i) Borrowing Agent. 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 allow the Borrowers Borrowing Agent to select, convert to or renew a Term SOFR Rate Loan under the affected Interest Rate Option in each such Currency or Daily Simple SOFR Loan shall be suspended (to the extent of the affected Interest Term SOFR Rate OptionLoan, Daily Simple SOFR Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), 4.4(a) or (ab) if and the Borrowers have Borrowing Agent has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option or Daily Simple SOFR Option and the Term SOFR Rate Option or Daily Simple SOFR Option, and such Interest Rate Option as applicable, has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b4.4(c), the Borrowers Borrowing Agent shall, subject to the Borrowers’ indemnification obligations Obligations under Section 11.35.10, as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option or Daily Simple SOFR Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.2. Absent due notice from the Borrowers Borrowing Agent of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4(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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Term SOFR Rate Option in each such Currency Loan, as applicable, shall be suspended (to the extent of the affected Interest Term SOFR Rate Option, Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a4.4(a) if and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option and such Interest the Term SOFR Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the a Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) Loan. If any Lender notifies the Administrative Agent of a determination under Section 4.7(b4.4(b), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10, as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified ​ ​ in such notice either convert such Loan to the a Base Rate Option Loan otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.2. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 4.5.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b) 4.5.2 [Illegality; Increased Costs; Deposits Not Available] 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 Borrowers. (i) 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 (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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest LIBOR Rate Option in each such Currency shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a) if 4.5.1 [Unascertainable] and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a LIBOR Rate Option, Option and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b), the Borrowers shall, subject to the Borrowers’ indemnification obligations under Section 11.3, 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a). Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.4.5.2 [

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4(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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Term SOFR Rate Option in each such Currency Loan, as applicable, shall be suspended (to the extent of the affected Interest Term SOFR Rate Option, Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a4.4(a) if and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option and such Interest the Term SOFR Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the a Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) Loan. If any Lender notifies the Administrative Agent of a determination under Section 4.7(b4.4(b), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10, as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan to the a Base Rate Option Loan otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.2. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 4.5.1 [Term SOFR Rate Unascertainable; Increased Costs] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b) 4.5.2 [Term SOFR 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 Borrowers. (i) 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 (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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Term SOFR Rate Option in each such Currency shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such XxxxxxLender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a) if 4.5.1 [Term SOFR Rate Unascertainable; Increased Costs] and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.5.2 [Term SOFR Illegality] above, the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10 [Indemnity], as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4.1 (a) [Unascertainable; Increased Costs; Deposits Not Available] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4.1(b) [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 BorrowersBorrower. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time the Administrative Agent makes a determination under Section 4.7(a), 4.4.1 [Unascertainable; Increased Costs; Deposits Not Available] (a) if the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Optional Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Optional Currency shall, at the Borrowers’ Borrower’s election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of such Alternative Optional Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers Borrower of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent Amount of such Alternative Optional Currency). (iii) If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.4.2 [Illegality], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10 [Indemnity], 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Optional Currency, in an amount equal to the Dollar Equivalent of such Alternative Optional Currency) or prepay such Loan in accordance with Section 3.4(a)5.2 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Optional Currency, in an amount equal to the Dollar Equivalent Amount of such Alternative Optional Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 4.4.1 [Unascertainable] above, the applicable Administrative Agent shall promptly so notify the applicable Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b) 4.4.2 [Illegality; Increased Costs] above, such the applicable Lender shall promptly so notify the applicable Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the applicable Administrative Agent shall promptly send copies of such notice and certificate to the other applicable Lenders and the Borrowers. (i) 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 (iA) the Revolving Lenders and the Term A Lenders, in the case of such notice given by the Revolving/TLA Administrative Agent, or (iiB) the Term B Lenders, in the case of such notice given by the TLB Administrative Agent, or (C) such Lender, in the case of such notice given by such Lender, to allow the Borrowers Borrower to select, convert to or renew a Term SOFR Rate Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or until the applicable Interest Periods) until Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the applicable Administrative Agent, of the applicable Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time anythe Administrative Agent makes a determination under Section 4.7(a), (a) if 4.4.1 [Unascertainable] and the Borrowers have Borrower has previously notified the applicable Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option and such Interest Term SOFR Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the applicable Administrative Agent of a determination under Section 4.7(b)4.4.2 [Illegality; Increased Costs], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10 [Indemnity], as to any Loan of the such Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a2.07(d)(i) above, the Administrative Agent shall ​ ​ Credit Agreement ​ ​ promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b2.07(d)(ii) 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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Term SOFR Rate Option in each such Currency Advance or Daily SOFR Advance, as applicable, shall be suspended (to the extent of the affected Term SOFR Rate Advances or Interest Rate Option, Periods or the applicable Interest PeriodsDaily SOFR Advance) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a2.07(d)(i) if and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option and such Interest the Term SOFR Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the a Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) Advance. If any Lender notifies the Administrative Agent of a determination under Section 4.7(b2.07(d)(ii), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.32.07(d)(ii), as to any Loan Advance of the Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan Advance to the a Base Rate Option Advance otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) Advance or prepay such Loan Advance in accordance with Section 3.4(a2.06(a). Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan Advance shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) Advance upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified in Section 4.7(b) 4.4.2 [Illegality; Increased Costs; Deposits Not Available] 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 Borrowers. (i) . 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 allow the Borrowers to select, convert to or renew a Loan under the affected Interest Term Rate Option in each such Currency or select an Optional Currency, as applicable, shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the Borrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a) if 4.4.1 [Unascertainable] and the Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term Rate Option, Option and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification obligations Obligations under Section 11.35.10 [Indemnity], as to any Loan of the Lender to to 1. 1097380671\10\AMERICAS which an affected Interest a Term Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currencyii) or prepay such Loan in accordance with Section 3.4(a)5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall be automatically be redenominated into Loans in Dollars and converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.06(a) above, the Administrative Agent shall promptly so notify the Lenders Group Agents and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.06(b) above, such Lender the Majority Group Agents 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 Group Agents and the Borrowers. (i) 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 Lenderthe relevant Group Agents, in the case of such notice given by such Lenderthe Majority Group Agents, to allow the Borrowers Borrower to select, convert to to, renew or renew continue a Term SOFR Rate Loan under the affected Interest or a Daily SOFR Rate Option in each such Currency Loan, as applicable, shall be suspended (to the extent of the affected Interest Term SOFR Rate OptionLoan, Daily SOFR Rate Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender the Majority Group Agents shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’sthe Majority Group Agents’, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time . Upon a determination by Administrative Agent makes a determination under Section 4.7(a4.06(a), (ai) if the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Loan or a Daily SOFR Rate Loan and the Term SOFR Option or the Daily SOFR Option, and such Interest Rate Option as applicable, has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the a Base Rate Option otherwise available with respect to such Loans in the amount specified therein and Loan, (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Daily SOFR Rate Loans denominated in Dollars shall will be deemed to have been converted into Base Rate Loans immediately orimmediately, in the case of and (iii) any outstanding affected Term SOFR Rate Loans, Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at . If the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to Majority Group Agents notify the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) If any Lender notifies Administrative Agent of a determination under Section 4.7(b4.06(b), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations under Section 11.312.01, as to any Loan of the a Lender to which an affected Interest Rate a Term SOFR Option or a Daily SOFR Option applies, on the date specified in such notice either convert such Loan to the a Base Rate Option Loan otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)2.02. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4(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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a LIBOR Rate Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest LIBOR Rate Option, Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative ​ ​ Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a4.4(a) if and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a LIBOR Rate Option, Option and such Interest the LIBOR Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b4.4(b), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10, as to any Loan of the Lender to which an affected Interest a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.2. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4(j)(i) [Unascertainable; Increased Costs; Deposits Not Available] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified in Section 4.7(b4(j)(ii) [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 Borrowers. (iA) 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 allow the Borrowers to select, convert to or renew a Loan under the affected Interest Rate Option in each such Affected Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the Borrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (iiB) If at any time the Administrative Agent makes a determination under Section 4.7(a)4(k)(i) [Unascertainable; Increased Costs; Deposits Not Available] above, (ai) if the Borrowers have any Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Affected Currency, be deemed ineffective (in each case case, to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (bii) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term RFR Rate Loans, at the end of the applicable ​ Interest Period, and (ciii) any outstanding affected Loans denominated in an Alternative Affected Currency shall, at the Borrowers’ such Borrower’s election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Affected Currency) immediately or, in the case of Term RFR Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term RFR Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Affected Currency). (iiiC) If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4(j)(ii) [Illegality] above, the Borrowers shall, subject to the Borrowers’ indemnification obligations Obligations under Section 11.3the Agreement, as to any Loan of the Lender Lenders to which an affected Interest Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Affected Currency, in an amount equal to the Dollar Equivalent of such Alternative Affected Currency) or prepay such Loan in accordance with Section 3.4(a)the Agreement. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Affected Currency, in an amount equal to the Dollar Equivalent of such Alternative Affected Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a3.03(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b3.03(b) above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such xc 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 BorrowersBorrower. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Xxxxxx’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time the Administrative Agent makes a determination under Section 4.7(a), 3.03(a) above (a) if the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate OptionOption , or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ Borrower's election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers Borrower of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) If any Lender notifies the Administrative Agent of a determination under Section 4.7(b3.03(b), the Borrowers Borrower shall, subject to the Borrowers’ indemnification obligations Borrower's payment Obligations under Section 11.33.05, 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a2.05(a). Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a2.07(d)(i) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b2.07(d)(ii) 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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Term SOFR Rate Option in each such Currency Advance or Daily SOFR Advance, as applicable, shall be suspended (to the extent of the affected Term SOFR Rate Advances or Interest Rate Option, Periods or the applicable Interest PeriodsDaily SOFR Advance) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified Administrative Agent, of Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist.Administrative (iii) If at any time Administrative Agent makes a determination under Section 4.7(a), (a) if and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option and such Interest the Term SOFR Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the a Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) Advance. If any Lender notifies the Administrative Agent of a determination under Section 4.7(b2.07(d)(ii), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.32.07(d)(ii), as to any Loan Advance of the Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan Advance to the a Base Rate Option Advance otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) Advance or prepay such Loan Advance in accordance with Section 3.4(a2.06(a). Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan Advance shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) Advance upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 4.5.1 [LIBOR Rate Unascertainable] or Section 4.5.3 [Term SOFR Rate Unascertainable; Increased Costs] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b) 4.5.2 [LIBOR Rate Illegality; Increased Costs; Deposits Not Available] or Section 4.5.4 [Term SOFR 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 Borrowers. (i) 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 (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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest LIBOR Rate Option in each such Currency or Term SOFR Rate Option, as appliable, shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a) if 4.5.1 [LIBOR Rate Unascertainable] or Section 4.5.3 [Term SOFR Rate Unascertainable; Increased Costs] and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a LIBOR Rate Option or Term SOFR Rate Option, as applicable, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.5.2 [LIBOR Rate Illegality; Increased Costs; Deposits Not Available] or Section 4.5.4 [Term SOFR Illegality] above, the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10 [Indemnity], as to any Loan of the Lender to which an affected Interest a LIBOR Rate Option or a SOFR Rate Option, as applicable, applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified in Section 4.7(b) 4.4.2 [Illegality; Increased Costs; Deposits Not Available] 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 Borrowers. (i) . 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 allow the Borrowers to select, convert to or renew a Loan under the affected Interest Euro-Rate Option in each such or select an Optional Currency (as applicable) shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the Borrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Xxxxxx’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a) if 4.4.1 [Unascertainable] and the Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of an affected Interest a Euro-Rate Option, Option and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ ' indemnification obligations Obligations under Section 11.35.10 [Indemnity], as to any Loan of the Lender to which an affected Interest a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currencyii) or prepay such Loan in accordance with Section 3.4(a)5.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) above3.04(a), the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b) above3.04(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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to to, renew or renew continue a Loan under the affected Interest Rate Option in each such Currency accruing interest by reference to Daily 1M SOFR shall be suspended (to the extent of the affected Interest Rate Option, Option or the applicable Interest PeriodsPeriod) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time . Upon a determination by the Administrative Agent makes a determination under Section 4.7(a3.04(a), (aA) if the Borrowers have Borrower has previously notified Administrative Agent delivered a Loan Request for an affected Loan that has not yet been made, absent due notice from the Borrower of its selection ofrevocation, conversion or prepayment, such Loan Request shall be deemed to or renewal of an affected Interest request the Base Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (bB) any outstanding affected Loans denominated in Dollars shall be deemed accruing interest by reference to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans Daily 1M SOFR shall automatically be converted to into the Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) Option. If any Lender notifies the Administrative Agent of a determination under Section 4.7(b3.04(b), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations under Section 11.35.02, as to any Loan of the Lender to which an affected Interest Rate Option Daily 1M SOFR applies, on the date specified in such notice either convert such Loan to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)Loan. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 5.4.1 [Unascertainable; Increased Costs; Deposits Not Available] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrowing Agent thereof, and in the case of an event specified in Section 4.7(b) 5.4.2 [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 BorrowersBorrowing Agent. (iA) 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 allow the Borrowers to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (iiB) If at any time the Administrative Agent makes a determination under Section 4.7(a), 5. 4.1 [Unascertainable; Increased Costs; Deposits Not Available] (a) if the Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iiiC) If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)5.4.2 [Illegality], the Borrowers shall, subject to the Borrowers’ indemnification obligations Obligations under Section 11.35.10 [Indemnity], 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a2.23(f)(i) above, the Administrative Agent shall promptly so notify the NAI-1534296381v11534296381v7 Lenders and the Borrowers Company thereof, and in the case of an event specified in Section 4.7(b2.23(f)(ii) 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 BorrowersCompany. (iA) 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 allow the Borrowers any Borrower to select, convert to or renew a Loan under the affected Interest Rate Option in each such Affected Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersCompany, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (iiB) If at any time the Administrative Agent makes a determination under Section 4.7(a)2.23(f)(i) above, (ai) if the Borrowers have a Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Affected Currency, be deemed ineffective (in each case case, to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (bii) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate ABR Loans immediately or, in the case of Term EURIBOR Loans and CDOR Rate Loans, at the end of the applicable Interest Period, and (ciii) any outstanding affected Loans denominated in an Alternative Affected Currency shall, at the Borrowers’ applicable Borrower’s election, either be converted into Base Rate ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Affected Currency) immediately or, in the case of Term EURIBOR Loans and CDOR Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term EURIBOR Loans and CDOR Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers applicable Borrower of conversion or prepayment, such Loans shall automatically be converted to Base Rate ABR Loans (in an amount equal to the Dollar Equivalent of such Alternative Affected Currency). (iiiC) If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)2.23(f)(ii) above, the Borrowers applicable Borrower shall, subject to such Borrower’s indemnification Obligations under the Borrowers’ indemnification obligations under Section 11.3Agreement, as to any Loan of the Lender Lenders to which an affected Interest Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such an ABR Loan (which shall be, with respect to Loans denominated in an Alternative Affected Currency, in an amount equal to the Dollar Equivalent of such Alternative Affected Currency) or prepay such Loan in accordance with Section 3.4(a)the Agreement. Absent due notice from the Borrowers such Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such an ABR Loan (which shall be, with respect to Loans denominated in an Alternative Affected Currency, in an amount equal to the Dollar Equivalent of such Alternative Affected Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) above8.1(a), the Administrative Agent shall promptly so notify the Lenders and the Borrowers Company thereof, and in the case of an event specified in Section 4.7(b) above8.1(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 Borrowers. (i) Company. 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 allow the Borrowers Company to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency accruing interest by reference to Daily 1M SOFR shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersCompany, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a8.1(a), (aA) if the Borrowers have previously notified Administrative Agent of its selection Company has delivered a Borrowing Request for an affected Loan that has not yet been made, the Company may revoke any pending request for a borrowing of, conversion to or renewal continuation of an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall Loan (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Loans) or, failing that, such Borrowing Request shall be deemed to request an Alternate Base Rate Option, or the applicable Interest Periods)Loan, (bB) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Alternate Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)8.1(b) above, the Borrowers Company shall, subject to the Borrowers’ Company’s indemnification obligations under Section 11.314, as to any Loan of the Lender to which an affected Interest Rate Option Daily 1M SOFR applies, on the date specified in such notice either convert such Loan to the an Alternate Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)Loan. Absent due notice from the Borrowers Company of conversion or prepayment, such Loan shall automatically be converted to the an Alternate Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrowing Agent thereof, and in the case of an event specified in Section 4.7(b4.4(c) 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 Borrowers. (i) Borrowing Agent. 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 allow the Borrowers Borrowing Agent to select, convert to or renew a Term SOFR Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, Term SOFR Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrowing Agent, or such Lender Xxxxxx shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a4.4(a) if and the Borrowers have Borrowing Agent has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest Rate Option, a Term SOFR Loan and such Interest Rate Option the Term SOFR Loans has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the a Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) Loan. If any Lender notifies the Administrative Agent of a determination under Section 4.7(b4.4(c), the Borrowers Borrowing Agent shall, subject to the Borrowers’ indemnification obligations Obligations under Section 11.35.10, as to any Loan of the Lender to which an affected Interest Rate Option appliesTerm SOFR Loan, on the date specified in such notice either convert such Loan to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.2. Absent due notice from the Borrowers Borrowing Agent of conversion or prepayment, such Loan shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 3.4.1 above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified in Section 4.7(b) 3.4.2 or 3.4.3 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 Borrowers. (i) . 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 allow the Borrowers to (i) select, convert to to, or renew or continue a Term SOFR Rate Loan under the affected Interest Option, Euro-Rate Option in each such or EURIBOR Rate Option, as applicable, with respect to Loans or (ii) select an Optional Currency (as applicable) with respect to Revolving Credit Loans shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the Borrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a) if 3.4.1 and the Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Loan Option, Euro-Rate Option or EURIBOR Rate Option, as applicable, with respect to Revolving Credit Loans and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in Revolving Credit Loans. If at any time the amount specified therein Administrative Agent makes a determination under Section 3.4.1 and (ii) the Borrowers have previously notified the Administrative Agent of its renewal of a EURIBOR Rate Option with regard respect to any a Term Loan and such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate OptionOption has not yet gone into effect, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars such notification shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal provide for conversion to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Foreign Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) Rate. If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)3.4.2, the obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Revolving Credit Loan shall be suspended, and to the extent required by applicable Law, cancelled, and the Borrowers shall, subject to the Borrowers’ indemnification obligations Obligations under Section 11.34.8, as to any Revolving Credit Loan of the Lender to which an affected Interest a Term SOFR Rate Loan Option, Euro-Rate Option or EURIBOR Rate Option, as applicable, applies, on the date specified in such notice either either, at the Borrowers’ option (i) as applicable, convert such Revolving Credit Loan to the Base Rate Option otherwise available with respect to such Revolving Credit Loan or select a different Optional Currency or Dollars, or (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currencyii) or prepay such Revolving Credit Loan in accordance with Section 3.4(a)4.4. Absent due notice from the Borrowers of conversion or prepayment, such Revolving Credit Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Revolving Credit Loan (which shall beupon such specified date. If any Lender notifies the Administrative Agent of a determination under Section 3.4.2, the obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Term Loan shall be suspended, and to the extent required by applicable Law, cancelled, and the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 4.8 on the date specified in such notice either, at the Borrowers’ option, (i) as applicable, convert such Term Loan to Foreign Base Rate Loans, or (ii) prepay such Term Loan in accordance with Section 4.4. Absent due notice from the Borrowers of conversion or prepayment, such Term Loan shall automatically be converted to a Foreign Base Rate Loan upon such specified date. If the Administrative Agent makes a determination under 3.4.3 then, until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such determination no longer exist, (i) the availability of Revolving Credit Loans denominated in an Alternative Currencythe affected Optional Currency shall be suspended, and (ii) the outstanding Revolving Credit Loans in such affected Optional Currency shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such Alternative outstanding Optional Currency Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Revolving Credit Loans in such Optional Currency to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Revolving Credit Loans in such Optional Currency) upon such specified date, and interest thereon shall thereafter accrue at the Base Rate Option.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4(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 BorrowersBorrower. (i) 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 allow the Borrowers Borrower to select, convert to to, renew, or renew continue a Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time Upon a determination by Administrative Agent makes a determination under Section 4.7(a4.4(a), (a) if the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ Borrower’s election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers Borrower of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) If any Lender notifies the Administrative Agent of a determination under Section 4.7(b4.4(b), the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10, 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)5.2. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.05(a) [Unascertainable; Increased Costs] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.05(b) [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 Borrowers. (i) 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 (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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Term SOFR Rate Option in each such Currency or Daily SOFR Option shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a4.05(a) if [Unascertainable; Increased Costs] and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option or Daily SOFR Option and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.05(b) [Illegality], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10 [Indemnity], as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option or Daily SOFR Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a). Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.5.06 [

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a4.4(a) [Unascertainable; Increased Costs; Deposits Not Available] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b4.4(b) [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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a LIBOR Rate Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest LIBOR Rate Option, Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a4.4(a) if [Unascertainable; Increased Costs; Deposits Not Available] and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a LIBOR Rate Option, Option and such Interest the LIBOR Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)4.4(b) [Illegality], the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.35.10 [Indemnity], as to any Loan of the Lender to which an affected Interest a LIBOR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a). Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.5.2 [

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a3.04(a)(i) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b3.04(a)(ii) or 3.04(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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a BSBY Rate Loan under the affected Interest or Daily BSBY Floating Rate Option in each such Currency Loan shall be suspended (to the extent of the affected Interest Daily BSBY Floating Rate OptionLoan, BSBY Rate Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a3.04(a) if and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a BSBY Rate Option or Daily BSBY Floating Rate Option and the BSBY Rate Option or Daily BSBY Floating Rate Option, and such Interest Rate Option as applicable, has not yet gone into effect, absent due notice from the Borrower of revocation, conversion or prepayment, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b3.04(a)(ii) or 3.04(b), the Borrowers Borrower shall, subject to the Borrowers’ indemnification obligations under Section 11.3Borrower’s obligation to pay any Breakage Fees, as to any Loan of the Lender to which an affected Interest a BSBY Rate Option or Daily BSBY Floating Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a2.02(d). Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 3.4.1 above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b) 3.4.2 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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to to, renew or renew continue a Loan under the affected Interest Term SOFR Rate Option in each such Currency Loan, as applicable, shall be suspended (to the extent of the affected Interest Term SOFR Rate Option, Loan or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time . Upon a determination by Administrative Agent makes a determination under Section 4.7(a)3.4.1, (ai) if the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a Term SOFR Rate Option, Option and such Interest the Term SOFR Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the a Base Rate Option otherwise available with respect to such Loans in the amount specified therein and Loan, (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Term SOFR Rate Loans denominated in Dollars shall will be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)3.4.2, the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification obligations Obligations under Section 11.34.9 [Indemnity], as to any Loan of the Lender to which an affected Interest a Term SOFR Rate Option applies, on the date specified in such notice either convert such Loan to the a Base Rate Option Loan otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)4.6. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the a Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a2.23(f)(i) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Company thereof, and in the case of an event specified in Section 4.7(b2.23(f)(ii) 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 Borrowers. (i) Company. 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 NAI-1539367892v12 such notice given by the Administrative Agent, or (ii) such Lender, in the case of such notice given by such Lender, to allow the Borrowers any Borrower to select, convert to or renew a Loan under the affected Interest Rate Option in each such Affected Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersCompany, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a)2.23(f)(i) above, (ai) if the Borrowers have a Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Affected Currency, be deemed ineffective (in each case case, to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (bii) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate ABR Loans immediately or, in the case of EURIBOR Loans and Term Rate RFR Loans, at the end of the applicable Interest Period, and (ciii) any outstanding affected Loans denominated in an Alternative Affected Currency shall, at the Borrowers’ applicable Borrower’s election, either be converted into Base Rate ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Affected Currency) immediately or, in the case of EURIBOR Loans and Term Rate RFR Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of EURIBOR Loans and Term Rate RFR Loans, at the end of the applicable Interest Period; provided, however that that, absent notice from the Borrowers applicable Borrower of conversion or prepayment, such Loans shall automatically be converted to Base Rate ABR Loans (in an amount equal to the Dollar Equivalent of such Alternative Affected Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)2.23(f)(ii) above, the Borrowers applicable Borrower shall, subject to such Borrower’s indemnification Obligations under the Borrowers’ indemnification obligations under Section 11.3Agreement, as to any Loan of the Lender Lenders to which an affected Interest Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such an ABR Loan (which shall be, with respect to Loans denominated in an Alternative Affected Currency, in an amount equal to the Dollar Equivalent of such Alternative Affected Currency) or prepay such Loan in accordance with Section 3.4(a)the Agreement. Absent due notice from the Borrowers such Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such an ABR Loan (which shall be, with respect to Loans denominated in an Alternative Affected Currency, in an amount equal to the Dollar Equivalent of such Alternative Affected Currency) upon such specified date. In the event of any conflict between the terms of this Section 2.23(f), on the one hand, and the terms of Section 2.15, on the other hand, with respect to an Affected Currency, the terms of this Section 2.23(f) shall govern and control.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a2.14(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers thereof, and in the case of an event specified in Section 4.7(b2.14(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 Borrowers. (i) 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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrower, or such Lender Xxxxxx shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) If at any time the Administrative Agent makes a determination under Section 4.7(a), 2.14(a): (a) if the Borrowers have Borrower Representative has previously notified the Administrative Agent of its selection of, conversion to or renewal of a an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in U.S. Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option an ABR Loan otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, Option or the applicable Interest Periods), (b) any outstanding affected Loans denominated in U.S. Dollars shall be deemed to have been converted into Base Rate ABR Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ Borrower’s election, either be converted into Base Rate ABR Loans denominated in U.S. Dollars (in an amount equal to the Dollar Equivalent Amount of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers Borrower Representative of conversion or prepayment, such Loans shall automatically be converted to Base Rate ABR Loans (in an amount equal to the Dollar Equivalent Amount of such Alternative Currency). (iii) If any Lender notifies the Administrative Agent of a determination under Section 4.7(b2.14(b), the Borrowers shall, subject to the Borrowers’ indemnification obligations Obligations under Section 11.32.16, 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 to the Base Rate Option an ABR Loan otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent Amount of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)2.11. Absent due notice from the Borrowers Borrower Representative of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option an ABR Loan otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent Amount of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a) 5.4.1 [Unascertainable; Increased Costs; Deposits Not Available] above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrowing Agent thereof, and in the case of an event specified in Section 4.7(b) 5.4.2 [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 BorrowersBorrowing Agent. (iA) 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 allow the Borrowers to select, convert to or renew a Loan under the affected Interest Rate Option in each such Currency shall be suspended (to the extent of the affected Interest Rate Option, or the applicable Interest Periods) until the Administrative Agent shall have later notified the BorrowersBorrowing Agent, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Xxxxxx’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (iiB) If at any time the Administrative Agent makes a determination under Section 4.7(a), 5.4.1 [Unascertainable; Increased Costs; Deposits Not Available] (a) if the Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a an affected Interest Rate Option, and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iiiC) If any Lender notifies the Administrative Agent of a determination under Section 4.7(b)5.4.2 [Illegality], the Borrowers shall, subject to the Borrowers’ indemnification obligations Obligations under Section 11.35.10 [Indemnity], 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 to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)6.6 [Voluntary Prepayments]. Absent due notice from the Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.

Administrative Agent’s and Xxxxxx’s Rights. In the case of any event specified in Section 4.7(a3.04(a) above, the Administrative Agent shall promptly so notify the Lenders and the Borrowers Borrower thereof, and in the case of an event specified in Section 4.7(b3.04(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 Borrowers. (i) 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 (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 allow the Borrowers Borrower to select, convert to or renew a Loan under the affected Interest SOFR Rate Option in each such Currency shall be suspended (to until the extent of the affected Interest Rate Option, or the applicable Interest Periods) until Administrative Agent shall have later notified the BorrowersBorrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Xxxxxx’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. (ii) . If at any time the Administrative Agent makes a determination under Section 4.7(a), (a3.04(a) if and the Borrowers have Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of an affected Interest a SOFR Rate Option, Option and such Interest Rate Option has not yet gone into effect, such notification shall (i) with regard to any such pending request for Loans denominated in Dollars, be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans in the amount specified therein and (ii) with regard to any such pending request for Loans denominated in an Alternative Currency, be deemed ineffective (in each case to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (b) any outstanding affected Loans denominated in Dollars shall be deemed to have been converted into Base Rate Loans immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, and (c) any outstanding affected Loans denominated in an Alternative Currency shall, at the Borrowers’ election, either be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, however that absent notice from the Borrowers of conversion or prepayment, such Loans shall automatically be converted to Base Rate Loans (in an amount equal to the Dollar Equivalent of such Alternative Currency). (iii) . If any Lender notifies the Administrative Agent of a determination under Section 4.7(b3.04(b), the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification obligations under Section 11.33.08, as to any Loan of the Lender to which an affected Interest a SOFR Rate Option applies, on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) or prepay such Loan in accordance with Section 3.4(a)3.03. Absent due notice from the Borrowers Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan (which shall be, with respect to Loans denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of such Alternative Currency) upon such specified date.