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

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 [Illegality; Increased Costs] above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such given by the Administrative Agent or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR Rate Loan or Daily Simple SOFR Loan shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR Rate Option or Daily Simple SOFR Option and such Term SOFR Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 [Illegality; Increased Costs], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such Lender to which 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 4.4(b) [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (Ai) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (Bii) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4(b) [Illegality; Increased Costs; Deposits Not Available], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 5.2 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4. 4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] 4.4(a) above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 [Illegality; Increased Costs] 4.4(b) above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] 4.4(a) and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 [Illegality; Increased Costs]4.4(b), the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity]4.3, as to any Loan of such the Lender to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]2.6. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] 4.5(a) above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 [Illegality; Increased Costs] 4.5(b) above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] 4.5(a) and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 [Illegality; Increased Costs]4.5(b), the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity]4.3, as to any Loan of such the Lender to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]2.9. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowing Agent thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable such Lender or Lenders 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 applicable Lenders and the BorrowerBorrowing 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 (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such LenderLender or Lenders, in the case of such notice given by such LenderLender or Lenders, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowing Agent, or such Lender or Lenders shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s’s or Lenders’, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies or Lenders notify the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such Lender or Lenders to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable; Increased Costs] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 4.4(b) [Illegality; Increased Costs] above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (Ai) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (Bii) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR Rate Loan or Revolving Credit Loan based on Daily Simple SOFR Loan SOFR, as applicable, shall be suspended (to the extent of the affected Term SOFR Rate Loan, or Interest Periods or Revolving Credit Loan based on Daily Simple SOFR, as applicable,) until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable; Increased Costs] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR Rate Option or Daily Simple SOFR Option and such the Term SOFR Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Revolving Credit Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4(b) [Illegality; Increased Costs], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Revolving Credit Loan of such the Lender to which a Term SOFR Rate Option or Daily Simple SOFR Option applies, on the date specified in such notice either convert such Revolving Credit Loan to the Base Rate Option otherwise available with respect to such Revolving Credit Loan or prepay such Revolving Credit Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR Eurocurrency Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency or to issue, make, maintain, fund or charge interest with respect to any such Loan, as applicable, shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR Eurocurrency Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR Eurocurrency Rate Option or Daily Simple SOFR 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 (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. The Loan Parties shall, take all reasonable actions requested by the Administrative Agent or such Lender to mitigate any circumstances giving rise to the existence of illegality under Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available].

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable; Increased Costs; Deposits Not Available] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 4.4(b) [Illegality; Increased Costs] above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (Ai) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (Bii) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan shall be suspended (to the extent of the affected LIBOR Rate Loan or Interest Periods) until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable; Increased Costs; Deposits Not Available] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR the LIBOR Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4(b) [Illegality; Increased Costs], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR LIBOR Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers' indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR Rate Option or Daily Simple SOFR 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 (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 4(j)(i) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable; Increased Costs; Deposits Not Available] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 4(j)(ii) [Illegality; Increased Costs] above, the applicable 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 applicable Lenders and the Borrower. . (A) 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 (Ai) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (Bii) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR Loan under the affected Interest Rate Loan or Daily Simple SOFR Loan 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 Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. . (B) If at any time the Administrative Agent makes a determination under Section 4.4.1 4(k)(i) [Term SOFR Rate Unascertainable; Increased Costs; Deposits Not Available] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and above, (i) if the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR an affected Interest Rate Option, and such Interest Rate Option or Daily Simple SOFR Option and such Term SOFR Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall with regard to any such pending request for Loans denominated in an Affected Currency, be deemed ineffective (in each case, to the extent of the affected Interest Rate Option, or the applicable Interest Periods), (ii) any outstanding affected Loans denominated in Dollars shall be deemed to provide for selection ofhave been converted into Base Rate Loans immediately or, conversion to or renewal in the case of Term RFR Rate Loans, at the end of the applicable Interest Period, and (iii) any outstanding affected Loans denominated in an Affected Currency shall, at the Borrower’s election, either be converted into Base Rate Option otherwise available with respect Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such 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 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 Affected Currency). (C) If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4(j)(ii) [Illegality; Increased Costs]] above, the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity]the Agreement, as to any Loan of such Lender the Lenders to which a Term SOFR an affected Interest 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 Affected Currency, in an amount equal to the Dollar Equivalent of such Affected Currency) or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]the Agreement. Absent due notice from the 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 Affected Currency, in an amount equal to the Dollar Equivalent of such Affected Currency) upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowing Agent thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowing 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 (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR LIBOR Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option (without giving effect to clause (c) of the definition of “Base Rate”) otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise (without giving effect to clause (c) of the definition of “Base Rate”)otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option (without giving effect to clause (c) of the definition of “Base Rate”) otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such LenderLenders, in the case of such notice given by such LenderLender or the Required Lenders, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender or the Required Lenders shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s’s or Required Lenders’, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4. 4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any the Required Lenders or a Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such Lender to which 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or above and in the case of an event specified in Section 4.4.2 4.4.4 [Daily Simple SOFR UnascertainableOptional Currency Not Available] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 [Illegality; Increased Costs] above], the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR Euro Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR Euro Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 [Illegality; Increased Costs], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR Euro Rate Option or Daily Simple SOFR 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 (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 4.4.4 [Optional Currency Not Available] then, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in the affected Optional Currency shall be suspended, (ii) the outstanding Loans in such affected Optional Currency shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Optional Currency Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in such Optional Currency to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in such Optional Currency, and interest thereon shall thereafter accrue at the Base Rate Option.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4(b) [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (Ai) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (Bii) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4(b) [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option applies, on the date specified in such notice either (A) as applicable convert such Loan to the Base Rate Option otherwise available with respect to such Loan or (B) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Administrative Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs], and in the case of an event specified in Section 4.4.3 [Illegality; Increased CostsOptional Currency Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowing Agent to select, convert to or renew a Term SOFR Euro-Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower Borrowing Agent has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR Euro-Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs], the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR Euro-Rate Option or Daily Simple SOFR 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 (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date. If the Administrative Agent makes a determination under Section 4.4.3 [Optional Currency Not Available] then, until the Administrative Agent notifies the Borrowers that the circumstances giving rise to such determination no longer exist, (i) the availability of Loans in the affected Optional Currency shall be suspended, (ii) the outstanding Loans in such affected Optional Currency shall be converted into Dollar Loans (in an amount equal to the Dollar Equivalent of such outstanding Optional Currency Loans) (x) on the last day of the then current Interest Period if the Lenders may lawfully continue to maintain Loans in such Optional Currency to such day, or (y) immediately if the Lenders may not lawfully continue to maintain Loans in such Optional Currency, and interest thereon shall thereafter accrue at the Base Rate Option.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR LIBOR Rate Loan Option or Daily Simple SOFR Loan select the Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR Rate Option or Daily Simple SOFR 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 Dollars, or (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable; Increased Costs; Deposits Not Available] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 4.4(b) [Illegality; Increased Costs] above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (Ai) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (Bii) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan shall be suspended (to the extent of the affected LIBOR Rate Loan or Interest Periods) until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable; Increased Costs; Deposits Not Available] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR the LIBOR Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4(b) [Illegality; Increased Costs], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the each Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders Lenders, the Borrower and the Co-Borrower thereof, and in the case of an event specified in Section 4.4.3 [Illegality; Increased Costs] 4.4.2 above, the applicable 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 applicable Lenders Lenders, the Borrower and the Co-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 (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower and the Co-Borrower to select, convert to or renew a Term SOFR Euro-Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the Borrower and the Co-Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has and the Co-Borrower have previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR Euro-Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 [Illegality; Increased Costs]4.4.2, the Borrower and the Co-Borrower shall, subject to the Borrower’s 's and the Co-Borrower' indemnification Obligations under Section 5.10 [Indemnity]5.6.2, as to any Loan of such the Lender to which a Term SOFR Euro-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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]5.4. Absent due notice from the Borrower and the Co-Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the OP Borrower thereof, and in the case of an event specified in Section 4.4.3 4.4(b) [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the OP 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 (Ai) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (Bii) such Lender, in the case of such notice given by such Lender, to allow the OP Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan Option shall be suspended until the Administrative Agent shall have later notified the OP Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the OP Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4(b) [Illegality; Increased Costs; Deposits Not Available], the OP Borrower shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such Lender to which 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.under

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR Euro-Rate Loan Option or Daily Simple SOFR Loan shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a Term SOFR Euro-Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR Euro-Rate Option or Daily Simple SOFR Option applies, on the date specified in such notice either (i) convert such Loan to the Base Rate Option otherwise available with respect to such Loan Loan, or (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR Euro-Rate Loan Option or Daily Simple SOFR Loan select on Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a Term SOFR Euro-Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s 's indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR Euro-Rate Option or Daily Simple SOFR 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 Loan, or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR Euro-Rate Loan Option or Daily Simple SOFR Loan select on Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a Term SOFR Euro-Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR Euro-Rate Option or Daily Simple SOFR 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 Loan, or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4. 4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such Lender to which 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 or prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR Euro-Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a Term SOFR Euro-Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers’ indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR Euro-Rate Option or Daily Simple SOFR 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 (ii) prepay such Loan in accordance with Section 5.6 5.6.1 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable; Increased Costs; Deposits Not Available] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.3 4.4(b) [Illegality; Increased Costs] above, the applicable 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 applicable Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (Ai) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (Bii) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan or Daily Simple SOFR Loan shall be suspended (to the extent of the affected LIBOR Rate Loan or Interest Periods) until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 4.4(a) [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable; Increased Costs; Deposits Not Available] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR the LIBOR Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4(b) [Illegality; Increased Costs], the Borrower shall, subject to the Borrower’s indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR 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 or prepay such Loan in accordance with Section 5.6 5.2 [Voluntary Prepayments]. Absent due notice from the Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowers thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower Borrowers to select, convert to or renew a Term SOFR Euro-Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified the BorrowerBorrowers, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its their selection of, conversion to or renewal of a Term SOFR Euro-Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers' indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR Euro-Rate Option or Daily Simple SOFR 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 (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Lender’s Rights. In the case of any event specified in Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] above, the Administrative Agent shall promptly so notify the applicable Lenders and the Borrower Borrowing Agent thereof, and in the case of an event specified in Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, the applicable 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 applicable Lenders and the BorrowerBorrowing 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 (A) the Lenders, in the case of such notice given by the Administrative Agent Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a Term SOFR LIBOR Rate Loan Option or Daily Simple SOFR Loan select an Optional Currency, as applicable, shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Lender’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Term SOFR Rate Unascertainable] or Section 4.4.2 [Daily Simple SOFR Unascertainable] and the Borrower has Borrowers have previously notified the Administrative Agent of its selection of, conversion to or renewal of a Term SOFR LIBOR Rate Option or Daily Simple SOFR Option and such Term SOFR Interest Rate Option or Daily Simple SOFR Option, as applicable, has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.3 4.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrower Borrowers shall, subject to the Borrower’s Borrowers' indemnification Obligations under Section 5.10 [Indemnity], as to any Loan of such the Lender to which a Term SOFR LIBOR Rate Option or Daily Simple SOFR 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 (ii) prepay such Loan in accordance with Section 5.6 [Voluntary Prepayments]. Absent due notice from the Borrower Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.