Common use of Benchmark Unavailability Period Clause in Contracts

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (B) in the case of any request for an affected Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of Term SOFR Loans, XXXXX Eurocurrency Loans or EURIBOR Rate XXXXX Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Advance, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing of an Alternate Base Rate Advance or conversion to ABR Alternate Base Rate Loans in the amount specified therein and (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEurocurrency Rate Advance or XXXXX Advance, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Loans denominated or XXXXX Loans, in any other Available Currencyeach case, at the applicable Borrower’s election, shall either (1I) be converted into ABR Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Committed Currency) immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any XXXXX Xxxx, if no election is made by the Borrowers such Borrower by the date that is three Business Days after receipt by the Borrower Representive of such notice, the such Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurocurrency Loan, if no election is made by such Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower Representive of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Loan, such Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.4. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower may revoke any Notice of Borrowing, or request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (ix) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request for a Dollar Advance or an Advance in Canadian Dollars into a Notice of Borrowing of or request for a Borrowing of or conversion to ABR Loans Advances denominated in the applicable currency bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin or (y) any Advance denominated in an Available Currency (other than Dollars or Canadian Dollars) shall be ineffective, as applicable. Furthermore, if any Advance in any Available Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to an Applicable Index applicable to such Advance, then (i) if such Advance is denominated in Dollars or Canadian Dollars, then on the last day of the Interest Accrual Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall be converted by the Administrative Agent to, and shall constitute, an Advance denominated in Dollars or Canadian Dollars, as applicable, bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin on such day or (ii) if such Advance is denominated in any Available Currency (other than Dollars or Canadian Dollars), then such Advance shall, on the last day of the Interest Accrual Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day, (A) be prepaid by the Borrower on such day or (B) in be converted by the case of any request for an affected Borrowing in any other Available CurrencyAdministrative Agent to, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed subject to have been converted into ABR Loans immediately and the remainder of this subclause (B)) any outstanding affected Loans denominated in any other Available Currencyshall constitute, shall either (1) be converted into ABR Loans an Advance denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or bearing interest at a rate per annum equal to the end of Base Rate plus the applicable Interest Period, as applicable, or Applicable Margin on such day (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided it being understood and agreed that if no election the Borrower does not so prepay such Advance on such day by 12:00 noon, New York City time, the Administrative Agent is made authorized to effect such conversion of such Advance into an Advance denominated in Dollars bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Available Currency pursuant to this Section 2.18, such Advance denominated in Dollars bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin shall then be converted by the Borrowers by Administrative Agent to, and shall constitute, an Advance denominated in such original Available Currency (in an amount equal to the date that is three Business Days after receipt by the Borrower equivalent in such currency of such noticeAvailable Currency) on the day of such implementation, the Borrower shall be deemed giving effect to have elected clause (1) above. During any such Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Replacement in respect of such Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRCurrency.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Notice of Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (ix) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request for a Dollar Advance into a Notice of Borrowing of or request for a Borrowing of or conversion to ABR Loans and (B) Advances denominated in the applicable currency bearing interest at a rate per annum equal to, in the case of Dollar Advances, the Base Rate plus the Applicable Margin, or (y) any request for Advance denominated in an affected Borrowing Available Currency (other than Dollars) shall be ineffective, as applicable. Furthermore, if any Advance in any Available Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to an Applicable Index applicable to such Advance, then (i) if such Advance is denominated in Dollars, then on the last day of the Interest Accrual Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall be converted by the Administrative Agent to, and shall constitute, an Advance denominated in Dollars bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin on such day or (ii) if such Advance is denominated in any Available Currency (other Available Currencythan Dollars), then such request shall be ineffective and Advance shall, on the last day of the Interest Accrual Period applicable to such Advance (ii) or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day, (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and prepaid by the Borrower on such day or (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an Advance denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or bearing interest at a rate per annum equal to the end of then applicable Benchmark for Dollar Advances plus the applicable Interest Period, as applicable, or Applicable Margin on such day (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided it being understood and agreed that if no election the Borrower does not so prepay such Advance on such day by 12:00 noon, New York City time, the Administrative Agent is made authorized to effect such conversion of such Advance into an Advance denominated in Dollars bearing interest at a rate per annum equal to the then applicable Benchmark for Dollar Advances plus the Applicable Margin), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Available Currency pursuant to this Section 2.18 (in consultation with the Borrower) such Advance denominated in Dollars shall then be converted by the Borrowers by Administrative Agent to, and shall constitute, an Advance denominated in such original Available Currency (in an amount equal to the date that is three Business Days after receipt by the Borrower equivalent in such currency of such noticeAvailable Currency) on the day of such implementation, the Borrower shall be deemed giving effect to have elected clause (1) above. During any such Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Replacement in respect of such Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRCurrency.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of Term SOFR LoansAdvances, XXXXX Loans or a Borrowing of, conversion to or continuation of EURIBOR Rate LoansAdvances, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans Base Rate Advances in the amount specified therein and (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEURIBOR Borrowing, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Advances, if applicable, will be deemed to have been converted into ABR Loans immediately Base Rate Advances at the end of the applicable Interest Period and (B) any outstanding affected Loans denominated in any other Available CurrencyEURIBOR Advances, at the applicable Borrower’s election, shall either (1I) be converted into ABR Loans Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of EURIBOR Advances, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of XXXXXXX Advances, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any EURIBOR Advance, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower Company of such noticenotice and (y) the last day of the current Interest Period for the applicable EURIBOR Advance, the such Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 8.04(b). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Borrowing, a XXXXX Eurocurrency Borrowing or a EURIBOR Rate Borrowing, as applicable, RFR Borrowing of, conversion to or continuation of SOFR Loans, XXXXX Eurocurrency Loans or EURIBOR Rate Loans, as applicable, in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any a request for a Borrowing in DollarsDollar Borrowing, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to an ABR Loans Loan, and (Bii) in the case of any a request for an affected a Eurocurrency Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (A) any outstanding Loans than in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currencyor a RFR Borrowing, at the Borrower’s election, shall either (1) be converted into an ABR Loans Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available affected Currency) immediately or in the case of a RFR Borrowing or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or in the case of a RFR Borrowing or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such noticenotice or, in the case of a Eurocurrency Borrowing, the last day of the current Interest Period for the applicable Eurocurrency Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a Benchmark for Dollars, the Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (B) in the case of any request for an affected Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed Loans. With respect to have been converted into ABR Loans immediately and (B) any outstanding affected Loans amounts denominated in any other Available CurrencyDollars, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above. During during any Benchmark Unavailability Period or at any time that a tenor for the then-then current Benchmark is not an Available Tenor, to the extent a component of ABR the Alternate Base Rate is based upon the then-then current Benchmark or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of ABRthe Alternate Base Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any Agreed Foreign Currency, the obligation of the Lenders to make or maintain Loans referencing such Benchmark in such Agreed Foreign Currency shall be suspended (to the extent of the affected Borrowings or Interest Periods) and any outstanding affected Loans denominated in an Agreed Foreign Currency shall be prepaid in full at the end of the applicable Interest Period; provided, however, if such Loan is not so prepaid, it shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such Loan).

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or a EURIBOR Rate Borrowing of, or continuation of EURIBOR Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected SOFR Loan, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans and (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEURIBOR Loan, if applicable, then such request shall be ineffective and shall, at the Borrowers’ election, (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount that is then equal to the Dollar Equivalent of such Available CurrencyEURIBOR Loans) immediately at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any EURIBOR Loan, if no election is made by the Borrowers by the earlier of (x) that date that this is three Business Days after receipt by the Borrower Borrowers of such noticenotice and (y) the last day of the current Interest Period for the applicable EURIBOR Loan, the Borrower Borrowers shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate. During such Benchmark Unavailability Period, any outstanding SOFR Loans or EURIBOR Loans, as applicable, shall be deemed to have been converted into Base Rate Loans (in the case of such EURIBOR Loans, in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period.

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower Borrowers may revoke any request for a SOFR BorrowingBorrowing based on Term SOFR, a the Eurocurrency Rate or Daily Simple XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loansa Borrowing based on Term SOFR, the Eurocurrency Rate or Daily Simple XXXXX Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (Ai)(A) in the case of any request for a Borrowing in Dollarsan affected Term SOFR Borrowing, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (B) in the case of any request for an any affected XXXXX Borrowing in any other Available Currencyor Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected XXXXX Loans denominated in any other Available Currencyor Eurocurrency Rate Loans, at the Borrower’s election, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of such Available Alternative Currency) immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any XXXXX Loan, if no election is made by the Borrowers relevant Borrower by the date that is three Business Days after receipt by the relevant Borrower of such notice, the relevant Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the relevant Borrower by the earlier of (x) the date that is three Business Days after receipt by the relevant Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the relevant Borrower shall be deemed to have elected clause (1) above. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or a EURIBOR Rate Borrowing of, or continuation of EURIBOR Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected SOFR Loan, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans and (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEURIBOR Loan, if applicable, then such request shall be ineffective and shall, at the Borrowers’ election, (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount that is then equal to the Dollar Equivalent of such Available CurrencyEURIBOR Loans) immediately at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any EURIBOR Loan, if no election is made by the Borrowers by the earlier of (x) that date that this is three Business Days after receipt by the Borrower Borrowers of such noticenotice and (y) the last day of the current Interest Period for the applicable EURIBOR Loan, the Borrower Borrowers shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.04(c). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate. During such Benchmark Unavailability Period, any outstanding SOFR Loans or EURIBOR Loans, as applicable, shall be deemed to have been converted into Base Rate Loans (in the case of such EURIBOR Loans, in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion Conversion to or continuation Continuation of SOFR Loans, XXXXX Eurocurrency Loans or EURIBOR Rate Loans, as applicable, to be made, converted Converted or continued Continued in the relevant then-current Benchmark subject to such Benchmark Unavailability Period during any Benchmark Unavailability Period and, failing that, either (ix) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted Converted (1) any such request for a borrowing of Eurocurrency Loans denominated in Dollars into a request for a Borrowing borrowing of or conversion Conversion to ABR Loans and (B2) in the case of any request for a borrowing of Eurocurrency Loans denominated in an affected Borrowing Alternate Currency shall be ineffective. Furthermore, if any Eurocurrency Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Eurocurrency Loan, (i) if such Eurocurrency Loan is denominated in Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be prepaid by the Borrower on such day or Converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day, (ii) if such Eurocurrency Loan is denominated in any other Available Alternate Currency, then such request shall be ineffective and Loan shall, on the last day of the Interest Period or calendar quarter, as applicable, to such Loan (ii) or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day, (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and prepaid by the Borrower on such day or (B) any outstanding affected Loans denominated in any other Available Currencybe Converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall either (1) be converted into constitute, an ABR Loans Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or at the end of the applicable Interest Period, as applicable, or on such day (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided it being understood and agreed that if no election the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is made authorized to effect such Conversion of such Eurocurrency Loan into an ABR Loan), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Alternate Currency pursuant to this Section titled “Benchmark Replacement Setting”, such ABR Loan shall then be Converted by the Borrowers by Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Alternate Currency (in an amount equal to the date that is three Business Days after receipt by Alternate Currency Equivalent thereof) on the Borrower day of such noticeimplementation, the Borrower shall be deemed giving effect to have elected clause (1) above. During any such Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component Replacement in respect of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Currency.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, the a Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, ofLoan bearing interest based on the Eurocurrency Rate, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR bearing interest based on the Eurocurrency Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (iA) (A1) in the case of any request for a Eurocurrency Borrowing in Dollars, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing of Loan or conversion to ABR Loans bearing interest under the Alternate Base Rate and (B2) in the case of any request for an affected a Eurocurrency Borrowing in any other Available a Foreign Currency, then such request shall be ineffective and (ii) (AB)(1) any outstanding Loans affected Eurocurrency Borrowings denominated in Dollars will be deemed to have been converted into ABR Loans immediately bearing interest under the Alternate Base Rate at the end of the applicable Interest Period and (B2) any outstanding affected Loans Eurocurrency Borrowings denominated in any other Available a Foreign Currency, at the Borrower’s election, shall either (1I) be converted into ABR Loans bearing interest under the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of such Available Foreign Currency) immediately or at the end of the applicable Interest Period, as applicable, Period or (2II) be prepaid in full immediately or at the end of the applicable Interest Period, as applicablePeriod in full; provided that if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower Company of such noticenotice and (y) the last day of the current Interest Period for the applicable Eurocurrency Borrowing, the such Borrower shall be deemed to have elected clause (1I) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Alternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Notice of Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (ix) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request for a Dollar Advance into a Notice of Borrowing of or request for a Borrowing of or conversion to ABR Loans and (B) Advances denominated in the applicable currency bearing interest at a rate per annum equal to, in the case of Dollar Advances, the Base Rate plus the Applicable Margin, or (y) any request for Advance denominated in an affected Borrowing Available Currency (other than Dollars) shall be ineffective, as applicable. Furthermore, if any Advance in any Available Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to an Applicable Index applicable to such Advance, then (i) if such Advance is denominated in Dollars, then on the last day of the Interest Accrual Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall be converted by the Administrative Agent to, and shall constitute, an Advance denominated in Dollars bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin on such day or (ii) if such Advance is denominated in any Available Currency (other Available Currencythan Dollars), then such request shall be ineffective and Advance shall, on the last day of the Interest Accrual Period applicable to such Advance (ii) or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day, (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and prepaid by the Borrower on such day or (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an Advance denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or bearing interest at a rate per annum equal to the end of then applicable Benchmark for Dollar Advances plus the applicable Interest Period, as applicable, or Applicable Margin on such day (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided it being understood and agreed that if no election the Borrower does not so prepay such Advance on such day by 12:00 noon, New York City time, the Administrative Agent is made authorized to effect such conversion of such Advance into an Advance denominated in Dollars bearing interest at a rate per annum equal to the then applicable Benchmark for Dollar Advances plus the Applicable Margin), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Available Currency pursuant to this Section 2.18 such Advance denominated in Dollars shall then be converted by the Borrowers by Administrative Agent to, and shall constitute, an Advance denominated in such original Available Currency (in an amount equal to the date that is three Business Days after receipt by the Borrower equivalent in such currency of such noticeAvailable Currency) on the day of such implementation, the Borrower shall be deemed giving effect to have elected clause (1) above. During any such Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Replacement in respect of such Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRCurrency.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (AI) in the case of any request for a Borrowing in Dollarsany affected SOFR Rate Loans, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Alternate Base Rate Loans in the amount specified therein and (BII) in the case of any request for an any affected Borrowing RFR Loan or Eurocurrency Rate Loan, in any other Available each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding Loans in Dollars affected SOFR Rate Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans immediately at the end of the applicable Interest Period and (BII) any outstanding affected Loans denominated in any other Available CurrencyDaily Simple Foreign RFR Loan or Eurocurrency Rate Loans, at the Borrower’s election, shall either (1) be converted into ABR Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple Foreign RFR Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above and, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrower by the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple Foreign RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AI) in the case of any request for a Borrowing in Dollarsany affected SOFR Rate Loans, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding Loans in Dollars affected SOFR Rate Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrowers’ election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Borrower Borrowers of such notice, the Borrower Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to clause (iv) below. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a Benchmark for Dollar, the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Term Benchmark Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (B) in the case of any request for an affected Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) aboveBase Rate Loans. During any a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than Dollar, the Borrower may revoke any pending request for such Borrowing of, conversion to or continuation of such Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, if applicable, then such request shall be ineffective and any outstanding affected Loans, in each case, denominated in an Alternative Currency, at the Borrower’s election, shall either (I) be converted into Base Rate denominated in Dollars (in an amount equal to the Dollar Amount of such Alternative Currency) or (II) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable.

Benchmark Unavailability Period. Upon the Borrowers’ Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Administrative Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR RFR Loans, XXXXX Eurocurrency Loans or EURIBOR Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Approved Currency and, failing that, (i) (AA)(I) in the case of any request for a Borrowing any affected RFR Loans and Eurocurrency Loans, in each case, denominated in Dollars, if applicable, the Administrative Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or EURIBOR Loan in each case, in an affected Borrowing in any other Available Alternate Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or EURIBOR Loans, in each case, denominated in any other Available an Alternate Currency, at the Administrative Borrower’s election, shall either (1i) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of Term RFR Loans or EURIBOR Loans, at the end of the applicable Interest Period or (ii) be prepaid in full immediately or, in the case of Term RFR Loans or EURIBOR Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan denominated in an Alternate Currency, if no election is made by the Borrowers Administrative Borrower by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice, the Administrative Borrower shall be deemed to have elected clause (1i) above; provided, further that, with respect to any Eurocurrency Loan, EURIBOR Loan or Term RFR Loan, if no election is made by the Administrative Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Loan, EURIBOR Loan or Term RFR Loan, the Administrative Borrower shall be deemed to have elected clause (i) above. Upon any such prepayment or conversion, the Administrative Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.13. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to any given Benchmark, (i) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Revolving Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans or a Revolving Borrowing or continuation of Eurocurrency Loans, XXXXX Loans or EURIBOR Rate Loans, as applicablein each case, to be made, converted or continued continued, as applicable, during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for a Revolving Borrowing of or conversion to ABR Base Rate Loans and (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEurocurrency Loans, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected SOFR Loans, if applicable, will be deemed to have been converted into ABR to Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected Loans denominated in any other Available CurrencyEurocurrency Loans, at the Borrower’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available the applicable Foreign Currency) immediately or at the end of the applicable Interest Period, as applicable, Period or (2II) be prepaid in full immediately or at the end of the applicable Interest Period, as applicableperiod; provided that if no election is made by the Borrowers Borrower by the earlier of (x) date that is three Business Days after receipt by the Borrower of such noticenotice and (y) the last day of the current Interest Period for the applicable Eurocurrency Loan, the Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any Benchmark Unavailability Period or at any time that a any tenor for the then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AI) in the case of any request for a Borrowing any affected RFR Loans denominated in Dollars, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for an any affected Borrowing RFR Loan or Eurocurrency Rate Loan, in any other Available each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans denominated in Dollars Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available a Foreign Currency, at the Borrower’s election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 5.4. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Notice of Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (ix) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request for a Dollar Advance into a Notice of Borrowing of or request for a Borrowing of or conversion to ABR Loans and (B) Advances denominated in the applicable currency bearing interest at a rate per annum equal to, in the case of Dollar Advances, the Base Rate plus the Applicable Margin, or (y) any request for Advance denominated in an affected Borrowing Available Currency (other than Dollars) shall be ineffective, as applicable. Furthermore, if any Advance in any Available Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to an Applicable Index applicable to such Advance, then (i) if such Advance is denominated in Dollars, then on the last day of the Interest Accrual Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall be converted by the Administrative Agent to, and shall constitute, an Advance denominated in Dollars bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin on such day or (ii) if such Advance is denominated in any Available Currency (other Available Currencythan Dollars), then such request shall be ineffective and Advance shall, on the last day of the Interest Accrual Period applicable to such Advance (ii) or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day, (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and prepaid by the Borrower on such day or (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans by the Administrative Agent to, and (subject to the remainder of this clause (B)) shall constitute, an Advance denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or bearing interest at a rate per annum equal to the end of then applicable Benchmark for Dollar Advances plus the applicable Interest Period, as applicable, or Applicable Margin on such day (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided it being understood and agreed that if no election the Borrower does not so prepay such Advance on such day by 12:00 noon, New York City time, the Administrative Agent is made authorized to effect such conversion of such Advance into an Advance denominated in Dollars bearing interest at a rate per annum equal to the then applicable Benchmark for Dollar Advances plus the Applicable Margin), and, in the case of such clause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Available Currency pursuant to this Section 2.18 such Advance denominated in Dollars shall then be converted by the Borrowers by Administrative Agent to, and shall constitute, an Advance denominated in such original Available Currency (in an amount equal to the date that is three Business Days after receipt by the Borrower equivalent in such currency of such noticeAvailable Currency) on the day of such implementation, the Borrower shall be deemed giving effect to have elected clause (1) above. During any such Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Replacement in respect of such Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRCurrency.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to Conversion to, or continuation of Term SOFR LoansAdvances, XXXXX Loans Adjusted Daily Simple RFR Advances, or EURIBOR Eurocurrency Rate LoansAdvances, as applicablein each case, to be made, converted Converted, or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (AI) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Advances, if applicable, the Borrower will be deemed to have converted Converted any such request into a request for a Borrowing borrowing of or conversion Conversion to ABR Loans Adjusted Base Rate Advances in the amount specified therein and (BII) in the case of any request for an any affected Borrowing Adjusted Daily Simple RFR Advance or Eurocurrency Rate Advance, in any other Available each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding Loans in Dollars affected Term SOFR Advances, if applicable, will be deemed to have been converted Converted into ABR Loans immediately Adjusted Base Rate Advances at the end of the applicable Interest Period and (BII) any outstanding affected Loans Adjusted Daily Simple RFR Advances or Eurocurrency Rate Advances, in each case, denominated in any other Available a Foreign Currency, at the Borrower’s election, shall either (1) be converted Converted into ABR Loans Adjusted Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of Amount for such Available CurrencyAdvance) immediately or or, in the case of Eurocurrency Rate Advances, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or or, in the case of Eurocurrency Rate Advances, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Adjusted Daily Simple RFR Advance, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Advance, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Advance, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or Conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or Conversion of an Adjusted Daily Simple RFR Advance) on the amount so prepaid or Converted, together with any additional amounts required pursuant to Section 2.8. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Adjusted Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Adjusted Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR RFR Loans or Eurocurrency Loans, XXXXX Loans or EURIBOR Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (AA)(I) in the case of any request for any affected RFR Loans or a Borrowing Eurocurrency Loans, in each case, denominated in Dollars, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Loan, in each case, in an affected Borrowing in any other Available Alternate Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately or, in the case of Term RFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Loans, in each case, denominated in any other Available an Alternate Currency, at the Borrower’s election, shall either (1a) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period or (b) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1a) above; provided, further that, with respect to any Eurocurrency Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Loan or Term RFR Loan, the Borrower shall be deemed to have elected clause (a) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.15. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, ofLoan bearing interest based on the Eurocurrency Rate, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR bearing interest based on the Eurocurrency Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Eurocurrency Rate Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Loan or conversion to ABR Loans bearing interest under the Base Rate Option and (B) in the case of any request for an affected a Eurocurrency Rate Borrowing in any other Available an Alternative Currency, then such request shall be ineffective and (ii) (A) any outstanding affected Eurocurrency Rate Loans denominated in Dollars will be deemed to have been converted into ABR Loans immediately bearing interest under the Base Rate Option at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Loans denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1) be converted into ABR Loans bearing interest under the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicablePeriod in full; provided that if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such noticenotice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (1I) the Borrower Lead BorrowerBorrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX SOFRBenchmark Rate Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (Athe Lead Borrower(1) in the case of any request for a Borrowing any affected Term Rate Loans denominated in Dollars, the Borrower if applicable, Borrowers will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Loans Base Rate Loans, and (B2 in the amount specified therein and (2) in the case of any request for any affected Benchmark Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) II) (A1) any outstanding affected SOFRTerm Rate Loans denominated in Dollars Dollars, if applicable, will be deemed to have been converted into ABR tointo Base Rate Loans immediately at the end of the applicable Interest Period. During any and (B2) any outstanding affected Benchmark Rate Loans denominated in any other Available an Alternative Currency, at the Borrowers’ election, shall either (1x) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or (y) be prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Lead Borrower of such notice, the Borrowers shall be deemed to have elected clause (x) above; provided, further, that, with respect to any Term Rate Loan, if no election is made by the Borrowers by the earlier of (AA) the date that is three (3) Business Days after receipt by Lead Borrower of such notice and (BB) the last day of the current Interest Period for the applicable Term Rate Loan, the Borrower shall be deemed to have elected clause (1x) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the theany then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to the rate applicable to such Loan, (i) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Term Benchmark or RFR Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Term Benchmark Loans or EURIBOR Rate RFR Loans, as applicable, or a Term Benchmark or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated Dollars in the applicable Alternative Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for a Base Rate Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for any affected Term Benchmark Borrowing or RFR Borrowing, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected Term Benchmark Loans or RFR Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrowers’ election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period; provided that, as applicablewith respect to any Term Benchmark Loan, or if no election is made by the Borrowers by the earlier of (2x) be prepaid in full immediately or at the end date that is three (3) Business Days after receipt by the Parent Borrower of such notice and (y) the last day of the current Interest Period for the applicable Interest PeriodTerm Benchmark Loan, as applicable; provided that the Borrowers shall be deemed to have elected clause (I) above provided, further that, with respect to any RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Parent Borrower of such notice, the Borrower Borrowers shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of Term SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AI) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Loans, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.17. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Notice of Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (ix) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request for a Dollar Advance into a Notice of Borrowing of or request for a Borrowing of or conversion to ABR Loans and (B) Advances denominated in the applicable currency bearing interest at a rate per annum equal to, in the case of Dollar Advances, the Base Rate plus the Applicable Margin, or (y) any request for Advance denominated in an affected Borrowing Available Currency (other than Dollars) shall be ineffective, as applicable. Furthermore, if any Advance in any Available Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to an Applicable Index applicable to such Advance, then (i) if such Advance is denominated in Dollars, then on the last day of the Interest Accrual Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall be converted by the Administrative Agent to, and shall constitute, an Advance denominated in Dollars bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin on such day or (ii) if such Advance is denominated in any Available Currency (other Available Currencythan Dollars), then such request shall be ineffective and Advance shall, on the last day of the Interest Accrual Period applicable to such Advance (ii) or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day, (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and prepaid by the Borrower on such day or (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans by the -87- Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an Advance denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or bearing interest at a rate per annum equal to the end of then applicable Benchmark for Dollar Advances plus the applicable Interest Period, as applicable, or Applicable Margin on such day (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided it being understood and agreed that if no election the Borrower does not so prepay such Advance on such day by 12:00 noon, New York City time, the Administrative Agent is made authorized to effect such conversion of such Advance into an Advance denominated in Dollars bearing interest at a rate per annum equal to the then applicable Benchmark for Dollar Advances plus the Applicable Margin), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Available Currency pursuant to this Section 2.18 such Advance denominated in Dollars shall then be converted by the Borrowers by Administrative Agent to, and shall constitute, an Advance denominated in such original Available Currency (in an amount equal to the date that is three Business Days after receipt by the Borrower equivalent in such currency of such noticeAvailable Currency) on the day of such implementation, the Borrower shall be deemed giving effect to have elected clause (1) above. During any such Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Replacement in respect of such Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRCurrency.

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AA)(I) in the case of any request for any affected RFR Loans or a Borrowing Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternate Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternate Currency, at the Borrowers’ election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three five (5) Business Days after receipt by the Borrower Borrowers of such notice, the Borrower Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the Borrowers by the earlier of (x) the date that is five (5) Business Days after receipt by the Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.11. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a any affected Borrowing denominated in US Dollars, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a an ABR Borrowing of or conversion to ABR Loans in the amount specified therein and (B) in the case of any request for an any affected Borrowing in any other Available an Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding affected Loans denominated in Dollars US Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available an Alternative Currency, at the applicable Borrower’s election, shall either (1I) be converted into ABR Loans denominated in US Dollars (in an amount equal to the US Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any affected Loan, if no election is made by the Borrowers applicable Borrower by the date that is three Business Days after receipt by the such Borrower of such noticenotice (or if earlier, in the case of Term Rate Loans, the last day of the current Interest Period for the applicable Term Rate Loans), such Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Agreed Currency and, failing that, (i) (AA)(I) in the case of any request for any affected RFR Loans or a Borrowing Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.11. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of Term SOFR Loans, XXXXX Eurocurrency Loans or EURIBOR Rate XXXXX Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a an Alternate Base Rate Borrowing of or conversion to ABR Alternate Base Rate Loans in the amount specified therein and (B) in the case of any request for an any affected Eurocurrency Rate Borrowing in any other Available Currencyor XXXXX Borrowing, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Loans denominated or XXXXX Loans, in any other Available Currencyeach case, at the applicable Borrower’s election, shall either (1I) be converted into ABR Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Committed Currency) immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any XXXXX Xxxx, if no election is made by the Borrowers such Borrower by the date that is three Business Days after receipt by the Borrower Representive of such notice, the such Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurocurrency Loan, if no election is made by such Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower Representive of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Loan, such Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.4. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the (1) Administrative Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, Borrowingborrowing of, conversion to or continuation of SOFR Loans, XXXXX (as applicable) LIBOR RateSOFR Loans or EURIBOR XXXXX Rate Loans, as applicable, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A1I) in the case respect of any request for a Borrowing in DollarsLIBOR RateSOFR Loans, the Administrative Borrower will be deemed to have converted any such request into a request for a Borrowing Borrowingborrowing of or conversion to ABR Base Rate Loans; (2II) any outstanding affected SOFR Loan will be deemed to have been converted to Base Rate Loans and at the end of the applicable Interest Period, (BIII) in the case of any request for an affected Borrowing in any other Available Currency, a XXXXX Rate Loan then such request shall be ineffective ineffective; and (ii) (A3IV) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available CurrencyXXXXX Rate Loans, at Administrative Borrower’s election, shall either (1ix) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2iiy) be prepaid in full immediately or at the end of the applicable Interest Period, as applicableimmediately; provided that if no election is made by the Borrowers Administrative Borrower by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice, the Borrower Borrowers shall be deemed to have elected clause (1ix) above. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.12(b)(ii). During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (I) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Non-Base Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the Applicable Currency and, failing that, (i) (A1) in the case of any request for a Borrowing in Dollarsany affected Non-Base Rate Loans, the if applicable, Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the Applicable Currency in the amount specified therein and (B2) in the case of any request for an any affected Borrowing in any other Available CurrencyNon-Base Rate Loan, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars affected Non-Base Rate Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or Applicable Currency at the end of the applicable Interest Period, as applicable, . Upon any such prepayment or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such noticeconversion, the Borrower shall be deemed also pay accrued on the amount so prepaid or converted, together with any additional amounts required pursuant to have elected clause (1) aboveSection 2.12(b)(ii). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a Benchmark for Dollar, the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Term Benchmark Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (B) in the case of any request for an affected Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) aboveBase Rate Loans. During any a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than Dollar, the Borrower may revoke any pending request for such Borrowing of, conversion to or continuation of such Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, if applicable, then such request shall be ineffective and any outstanding affected Loans, in each case, denominated in an Alternative Currency, at the Borrower’s election, shall either (I) be converted into Base Rate denominated in Dollars (in an amount equal to the Dollar Amount of such Alternative Currency) or (II) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any pending request for a SOFR Borrowingan RFR Borrowing of, a XXXXX Borrowing conversion to or continuation of RFR Loans, or a EURIBOR Rate Borrowing, as applicable, Term SOFR Borrowing of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Base Rate Borrowing of or conversion to ABR Loans Base Rate Loans. in the amount specified therein and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding affected SOFR Loans denominated in Dollars Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately and (B) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any RFR Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05. During any anya Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the thenEurocurrency Ratethen-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AA)(I) in the case of any request for any affected RFR Loans or a Borrowing Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Company’s election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Company by the date that is three (3) Business Days after receipt by the Borrower Company of such notice, the Borrower Company shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the Company by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Company shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section ‎3.5. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AI) in the case of any request for any affected RFR Loans or a Borrowing Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for an any affected Borrowing RFR Loan or Eurocurrency Rate Loan, in any other Available each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available a Foreign Currency, at the Borrower’s election, shall either (1x) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period or (y) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 5.4. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, an RFR Loan of, conversion to or continuation of SOFR RFR Loans, XXXXX or a Eurodollar Loan or Eurocurrency Loan of, conversion to or continuation of Eurodollar Loans or EURIBOR Rate Eurocurrency Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Permitted Currency and, failing that, (i) (Ai)(A) in the case of any request for an affected RFR Loan in Dollars or a Borrowing in DollarsEurodollar Loan, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Loans in the amount specified therein and (B) in the case of any request for an any affected Borrowing RFR Loan in any other Available CurrencySterling or Eurocurrency Loan, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Daily Simple RFR Loans denominated in Dollars Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately or, in the case of Term RFR Loans or Eurodollar Loans, at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Loans or RFR Loans denominated in any other Available CurrencySterling, at the Borrower’s election, shall either (1i)(i) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available the applicable Permitted Alternative Currency) immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period or (ii)(ii) in the case of Daily Simple RFR Loans denominated in Sterling, be prepaid in full immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause that such Loans be converted into ABR Loans denominated in Dollars (1in an amount equal to the Dollar Equivalent of such Permitted Alternative Currency); provided, further that, with respect to any Eurodollar Loan, Eurocurrency Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) abovethe date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurodollar Loan, Eurocurrency Loan or Term RFR Loan, the Borrower shall be deemed to have elected for such Loans to be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Loans in a Permitted Alternative Currency) at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.18. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Alternate Based Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Revolving Credit Facility Benchmark Unavailability PeriodPeriod with respect to a given Revolving Credit Facility Benchmark, (i) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX an RFR Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR RFR Loans, XXXXX Loans or a EURIBOR Rate Borrowing of, conversion to or continuation of EURIBOR Loans, as applicablein each case, to be made, converted or continued during any Revolving Credit Facility Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for a an Base Rate Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for an any affected RFR Borrowing or EURIBOR Borrowing, in each case, in any currency other Available Currencythan Dollars, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected RFR Loans or EURIBOR Loans, in each case, denominated in any currency other Available Currencythan Dollars, at the Borrower’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent equivalent of such Available Currencycurrency) immediately or, in the case of EURIBOR Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of EURIBOR Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any XXXXX Daily Simple Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any EURIBOR Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable EURIBOR Loan, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a XXXXX Daily Simple Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05. During any a Revolving Credit Facility Benchmark Unavailability Period with respect to any Revolving Credit Facility Benchmark or at any time that a tenor for the any then-current Revolving Credit Facility Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Revolving Credit Facility Benchmark that is the subject of such Revolving Credit Facility Benchmark Unavailability Period or such tenor for such Revolving Credit Facility Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of Term SOFR LoansAdvances, XXXXX Loans or a Borrowing of, conversion to or continuation of EURIBOR Rate LoansAdvances, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans Base Rate Advances in the amount specified therein and (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEURIBOR Borrowing, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Advances, if applicable, will be deemed to have been converted into ABR Loans immediately Base Rate Advances at the end of the applicable Interest Period and (B) any outstanding affected Loans denominated in any other Available CurrencyEURIBOR Advances, at the applicable Borrower’s election, shall either (1I) be converted into ABR Loans Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of EURIBOR Advances, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of XXXXXXX Advances, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any EURIBOR Advance, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower Company of such noticenotice and (y) the last day of the current Interest Period for the applicable EURIBOR Advance, the such Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, 364-DAY CREDIT AGREEMENT together with any additional amounts required pursuant to Section 8.04(b). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Administrative Xxxxxxxx’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Administrative Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurodollar Fixed Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AA)(I) in the case of any request for any affected RFR Loans or a Borrowing Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, the Administrative Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurodollar Fixed Rate Loan, in each case, in an affected Borrowing in any other Available Alternate Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurodollar Fixed Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in any other Available an Alternate Currency, at the Borrower’s election, shall either (11)(1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period or (2)(2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice, the Borrowers shall be deemed to have elected clause (1)(1) above; provided, further that, with respect to any Eurodollar Fixed Rate Loan or Term RFR Loan, if no election is made by the Administrative Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurodollar Fixed Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 11.6. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, Advances to bear interest at such Benchmark to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a any affected Borrowing in Dollars, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans Base Rate Advances in the amount specified therein and (B) in the case of any request for an any affected Borrowing in any other Available a Committed Currency, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected SOFR Advances, if applicable, will be deemed to have been converted into ABR Loans Base Rate Advances immediately and (B) any outstanding affected Loans Advances denominated in any other Available a Committed Currency, at the applicable Borrower’s election, shall either (1I) be converted into ABR Loans denominated in Dollars Base Rate Advances (in an amount equal to the Dollar Equivalent of such Available Committed Currency) immediately or, in the case of EURIBOR Advances, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of XXXXXXX Advances, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any SOFR Advance, EUROBOR Advance or XXXXX Advance, if no election is made by the Borrowers applicable Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the such Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any EURIBOR Advance, if no election is made by the applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by such Borrower of such notice and (y) the last day of the current Interest Period for the applicable EURIBOR Advance, such Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.04(c). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, ofLoan bearing interest based on the Euro Rate, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR bearing interest based on the Euro Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing Euro Rate Loan in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Loan or conversion to ABR Loans bearing interest under the Base Rate Option and (B) in the case of any request for a Euro Rate Loan in an affected Borrowing in any other Available Optional Currency, then such request shall be ineffective and (ii) (A) any outstanding affected Euro Rate Loans denominated in Dollars will be deemed to have been converted into ABR Loans immediately bearing interest under the Base Rate Option at the end of the applicable Interest Period and (B) any outstanding affected Euro Rate Loans denominated in any other Available an Optional Currency, at the Borrower’s election, shall either (1) be converted into ABR Loans bearing interest under the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Optional Currency) immediately or at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicablePeriod in full; provided that if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such noticenotice and (y) the last day of the current Interest Period for the applicable Euro-Rate Loan, the Borrower shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Borrowing, a XXXXX SONIA Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX SONIA Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (B) in the case of any request for an affected Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the applicable Borrower may revoke any pending request for a Borrowing of Term SOFR BorrowingLoans or Eurocurrency Rate Loans, a XXXXX Borrowing continuation of Term SOFR Loans or Eurocurrency Rate Loans, or a EURIBOR conversion of Base Rate Borrowing, as applicable, of, conversion Loans to or continuation of Term SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AI) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Loans, if applicable, the Borrower Company will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for an any affected Borrowing in any other Available CurrencyEurocurrency Rate Loan, then such request shall be ineffective and (ii) (AB)(I) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (BII) any outstanding affected Loans denominated in any other Available CurrencyEurocurrency Rate Loans, at Mohawk International’s election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars at the end of the applicable Interest Period (and, in an amount equal to the Dollar Equivalent case of such Available Currencyconversion, the Company shall become the Borrower of such Loans on the date of such conversion) immediately or (2) be prepaid in full at the end of the applicable Interest Period; provided, as applicablethat, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by Mohawk International by the Borrowers by earlier of the date that is three Business (3) Eurocurrency Banking Days after receipt by the Borrower Company of such noticenotice and the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower Mohawk International shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, an RFR borrowing of, conversion to or continuation of SOFR RFR Loans, XXXXX Loans or EURIBOR a Eurodollar Rate borrowing of, conversion to or continuation of Eurodollar Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Base Rate Loan or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for any affected RFR Borrowing or Eurodollar Rate borrowing, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected RFR Loans or Eurodollar Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or or, in the case of Eurodollar Loans, at the end of the applicable Interest PeriodPeriod or Interest Payment Date, as applicable, applicable or (2II) be prepaid in full immediately or or, in the case of Eurodollar Loans, at the end of the applicable Interest PeriodPeriod or Interest Payment Date, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurodollar Loan (other than a Daily Simple RFR Loan), if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurodollar Loan, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Term Benchmark Borrowing or a EURIBOR Rate Borrowing, as applicable, RFR Borrowing of, conversion to or continuation of SOFR Loans, XXXXX Term Benchmark Loans or EURIBOR Rate Loans, as applicable, RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any a request for a Borrowing Borrowing, continuation or conversion in Dollars, the Borrower will be deemed to have converted any such request into a request for a Borrowing of of, or conversion to to, an ABR Loans and Loan immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, (Bii) in the case of any a request for for, or continuation of, a Term Benchmark Borrowing other than in Dollars or Canadian Dollars or an affected Borrowing in any other Available CurrencyRFR Borrowing, then at the Borrower’s election, such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed converted to have been converted into ABR Loans immediately a Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and (Bbinding absent manifest error) any outstanding affected Loans denominated in any other Available Currencythat the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall either (1) be converted into an ABR Loans Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available affected Currency) immediately or in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, as applicable, or (2B) be prepaid converted into an ABR Borrowing denominated in full Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately or in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, as applicableor (C) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iii) in the case of a request for, or continuation of, a Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, such request shall (A) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period, (B) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period, or (C) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such noticenotice or, in the case of 767993213 21683072 a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (1ii)(A) or (iii)(A) above, as applicable. During any a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Alternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any pending request for a SOFR Borrowingan RFR Borrowing of, a XXXXX Borrowing conversion to or continuation of RFR Loans, or a EURIBOR Rate Borrowing, as applicable, Term SOFR Borrowing of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a Base Rate Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding affected SOFR Loans denominated in Dollars Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately and (B) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any RFR Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Agreed Currency and, failing that, (i) (AI) in the case of any request for a Borrowing in Dollarsany affected Term RFR Loans, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Floating Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (iiB) (AI) any outstanding Loans in Dollars affected Term RFR Loans, if applicable, will be deemed to have been converted into ABR Floating Rate Loans immediately at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the applicable Borrower’s election, shall either (1) be converted into ABR Floating Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of such Available Alternative Currency) immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers applicable Borrower by the date that is three (3) Business Days after receipt by the Borrower Company of such notice, the Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the applicable Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.3. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ ' receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX an applicable Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR applicable Loans, XXXXX Loans or EURIBOR Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (Ai)(A) in the case of any request for an affected Borrowing or a Borrowing Loan, in each case, in Dollars, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for an any affected Borrowing or Loan, in any other Available each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding affected Loans or Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, if permitted, at the end of the applicable Interest Period and (B) any outstanding affected Loans Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrowers' election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or or, in the case of Alternative Currency Term Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or or, in the case of Alternative Currency Term Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Alternative Currency Term Rate Loan or Term SOFR Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three Business Days after receipt by the Borrower Borrowers of such noticenotice and (y) the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan or Term SOFR Loan, the Borrower Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.05. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.Base Rate. 76 0000-0000-0000 v.54890-8208-0090 v.3

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any pending request for a any affected Term SOFR BorrowingAdvance, a XXXXX Borrowing Eurocurrency Advance or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, Daily Simple RFR Advance to be made, converted or continued during any Benchmark Unavailability Period applicable thereto and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Advance or affected Swing Line Loan, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Floating Rate Advance or conversion to ABR Floating Rate Loans in the amount specified therein and (B) in the case of any request for an any affected Borrowing Daily Simple RFR Advance or Eurocurrency Advance, in any other Available each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding affected Term SOFR Loans in Dollars and Swing Line Loans, if applicable, will be deemed to have been converted into ABR Floating Rate Loans at the end of the applicable Interest Period (or immediately in the case of a Swing Line Loan) and (B) any outstanding affected Daily Simple RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available a Foreign Currency, at the Borrower’s election, shall either (1I) be converted into ABR Floating Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Agreed Currency) immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, or (2II) be prepaid in full immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan denominated in a Foreign Currency, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.4. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Administrative Borrower’s receipt of notice from Agent of the commencement of a Benchmark Unavailability Period, the (1) Administrative Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, LIBOR Borrowingborrowing of, conversion to or continuation of SOFR Loans, XXXXX LIBOR RateSOFR Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Administrative Borrower will be deemed to have converted any such request into a request for a Borrowing Borrowingborrowing of or conversion to ABR Base Rate Loans and (B) in the case of any request for an affected Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (A2) any outstanding Loans in Dollars will affected SOFR Loans, if applicable, at the Administrative Borrower’s election, shall either (I) be deemed to have been converted into ABR Base Rate Loans immediately and at the end of the applicable Interest Period or (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1II) be converted into ABR Loans denominated prepaid in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or full at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, if no election is made by the Borrowers Administrative Borrower by the earlier of (x) the date that is three Business Days after receipt by the Administrative Borrower of such noticenotice and (y) the last day of the current Interest Period for the applicable SOFR Loans, the Administrative Borrower shall be deemed to have elected clause (1I) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the thenLIBOR Ratethen-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of Term SOFR LoansAdvances, XXXXX Loans or a Borrowing of, conversion to or continuation of EURIBOR Rate LoansAdvances, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans Base Rate Advances in the amount specified therein and (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEURIBOR Borrowing, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Advances, if applicable, will be deemed to have been converted into ABR Loans immediately Base Rate Advances at the end of the applicable Interest Period and (B) any outstanding affected Loans denominated in any other Available CurrencyEURIBOR Advances, at the applicable Borrower’s election, shall either (1I) be converted into ABR Loans Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of EURIBOR Advances, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of XXXXXXX Advances, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any EURIBOR Advance, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower Company of such noticenotice and (y) the last day of the current Interest Period for the applicable EURIBOR Advance, the such Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 8.04(b). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.Base Rate. 364-DAY CREDIT AGREEMENT

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any pending Notice of Borrowing of, or request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, Advances to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Available Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Dollar Advances, the Borrower will be deemed to have converted any such Notice of Borrowing or request for conversion into a Notice of Borrowing or request for a Borrowing of or conversion to ABR Loans Dollar Advances bearing interest at a per annum rate equal to the Base Rate plus the Applicable Margin and (B) in the case of any request for an affected Notice of Borrowing in any an Available Currency other Available Currencythan Dollars, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Dollar Advances will be deemed to have been converted into ABR Loans immediately Dollar Advances bearing interest at a per annum rate equal to the Base Rate plus Applicable Margin and (B) any outstanding affected Loans Advances denominated in any an Available Currency other Available Currencythan Dollars, at the Borrower’s election, shall either (1I) be converted into ABR Loans denominated in Dollars Dollar Advances (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or immediately, or, with respect to any Advance bearing interest at a term rate, at the end of the applicable Interest Period, as applicable, Accrual Period or (2II) with respect to any Advance bearing interest at a term rate, be prepaid in full immediately or at the end of the applicable Interest Accrual Period, as applicable; provided that, with respect to an Advance that does not bear interest at a term rate, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Advance bearing interest at a term rate, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Accrual Period for the applicable Advance, the Borrower shall be deemed to have elected clause (I) above. During Upon any Benchmark Unavailability Period such prepayment or at any time that a tenor for the then-current Benchmark is not an Available Tenorconversion, the component Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of ABR based upon an Advance that does not bear interest at a term rate) on the then-current Benchmark amount so prepaid or such tenor for such Benchmarkconverted, as applicable, will not be used in together with any determination of ABRadditional amounts required pursuant to Section 2.11.

Benchmark Unavailability Period. Upon the Borrowers’ Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Administrative Borrower may revoke any request for a SOFR Borrowing, a XXXXX LIBOR Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX (as applicable) LIBOR Rate Loans or EURIBOR XXXXX Rate Loans, as applicable, Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A1) in the case respect of any request for a Borrowing in DollarsLIBOR Rate Loans, the Administrative Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and Base Rate Loans; (B2) in the case of any request for an affected Borrowing in any other Available Currency, a XXXXX Rate Loan then such request shall be ineffective ineffective; and (ii) (A3) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available CurrencyXXXXX Rate Loans, at Administrative Borrower’s election, shall either (1i) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2ii) be prepaid in full immediately or at the end of the applicable Interest Period, as applicableimmediately; provided that if no election is made by the Borrowers Administrative Borrower by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice, the Borrower Borrowers shall be deemed to have elected clause (1i) above. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.12(b)(ii). During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the thenLIBOR Ratethen-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Company may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX any Term Benchmark Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a any affected Borrowing in Dollars, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing of ABR Loans or conversion to ABR Loans in the amount specified therein and (B) in the case of any request for an any affected Borrowing denominated in any other Available CurrencyEuro, then such request shall be ineffective and (ii) (Aii)(A) any outstanding affected Term Benchmark Loans denominated in Dollars Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Term Benchmark Loans denominated in any other Available CurrencyEuro, at the applicable Borrower’s election, shall either (1I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent thereof) at the end of such Available Currencythe applicable Interest Period or (II) immediately or be prepaid in full at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Term Benchmark Loan, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower Company of such noticenotice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, the such Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of an ABR Borrowing) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.15. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Alternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ any Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the such Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing Loan bearing interest based on the Euro-Rate or a EURIBOR Rate BorrowingRate, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans bearing interest based on the Euro-Rate or EURIBOR Rate LoansRate, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing Euro-Rate Loan in Dollars, the such Borrower will be deemed to have converted any such request into a request for a Borrowing of Loan or conversion to ABR Loans bearing interest under the Base Rate Option and (B) in the case of any request for a Euro-Rate Loan or EURIBOR Rate Loan in an affected Borrowing in any other Available Optional Currency, then such request shall be ineffective and (ii) (A) any outstanding affected Euro-Rate Loans denominated in Dollars will be deemed to have been converted into ABR Loans immediately bearing interest under the Base Rate Option at the end of the applicable Interest Period and (B) any outstanding affected Euro-Rate Loans or EURIBOR Rate Loans denominated in any other Available an Optional Currency, at such Borrower’s election, shall either (1) be converted into ABR Loans bearing interest under the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Optional Currency) immediately or at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicablePeriod in full; provided that if no election is made by such Borrower by the Borrowers by earlier of (x) the date that is three Business Days after receipt by the such Borrower of such noticenotice and (y) the last day of the current Interest Period for the applicable Euro-Rate Loan or EURIBOR Rate Loan, the such Borrower shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Borrowers may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, ofLoan bearing interest based on the Eurocurrency Rate, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR bearing interest based on the Eurocurrency Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Eurocurrency Rate Borrowing in Dollars, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of Loan or conversion to ABR Loans bearing interest under the Base Rate Option and (B) in the case of any request for an affected a Eurocurrency Rate Borrowing in any other Available an Optional Currency, then such request shall be ineffective and (ii) (A) any outstanding affected Eurocurrency Rate Loans denominated in Dollars will be deemed to have been converted into ABR Loans immediately bearing interest under the Base Rate Option at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Loans denominated in any other Available an Optional Currency, at the Borrowers’ election, shall either (1) be converted into ABR Loans bearing interest under the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Optional Currency) immediately or at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicablePeriod in full; provided that if no election is made by the Borrowers by the earlier of (x) the date that is three Business Days after receipt by the Borrower Borrowers of such noticenotice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower Borrowers shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a Term SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of Term SOFR Loans, XXXXX Loans or EURIBOR a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, as applicableor a Term XXXXX Borrowing of, conversion to or continuation of Term XXXXX Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for a an ABR Borrowing of or conversion to ABR Loans and in the amount specified therein, (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (iiC) in the case of any request for any affected Term XXXXX Borrowing, if applicable, then such request shall be ineffective and (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans immediately and at the end of the applicable Interest Period, (B) any outstanding affected Loans denominated in any other Available CurrencyEurocurrency Term Rate Loans, at the Borrowers’ election, shall either (1I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, as applicable(C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (2D) any outstanding affected Term XXXXX Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or at the end of the applicable Interest Period; provided, as applicable; provided that further that, with respect to any Eurocurrency Rate Loan or Term XXXXX Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three Business Days after receipt by the Borrower Company of such noticenotice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower Borrowers shall be deemed to have elected clause (1B)(I), (C)(I) or (D)(I) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Alternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Eurocurrency Borrowing or a EURIBOR Rate Borrowing, as applicable, RFR Borrowing of, conversion to or continuation of SOFR Loans, XXXXX Eurocurrency Loans or EURIBOR Rate Loans, as applicable, RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any a request for a Borrowing in DollarsDollar Borrowing, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to an ABR Loans Loan, and (Bii) in the case of any a request for an affected a Eurocurrency Borrowing or a RFR Borrowing in any other Available CurrencySterling or Swiss Francs, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currencyat the Borrower’s election, shall either (1) be converted into an ABR Loans Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available affected Currency) immediately in the case of a RFR Borrowing in Sterling or Swiss Francs or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately in the case of a RFR Borrowing in Sterling or Swiss Francs or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such noticenotice or, in the case of a Eurocurrency Borrowing, the last day of the current Interest Period for the applicable Eurocurrency Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above. During any a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Alternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Administrative Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurodollar Fixed Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AA)(I) in the case of any request for any affected RFR Loans or a Borrowing Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, the Administrative Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurodollar Fixed Rate Loan, in each case, in an affected Borrowing in any other Available Alternate Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding 192068782_9 affected RFR Loans or Eurodollar Fixed Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in any other Available an Alternate Currency, at the Borrower’s election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice, the Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurodollar Fixed Rate Loan or Term RFR Loan, if no election is made by the Administrative Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurodollar Fixed Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 11.6. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX an applicable Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR applicable Loans, XXXXX Loans or EURIBOR Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (Ai)(A) in the case of any request for an affected Borrowing or a Borrowing Loan, in each case, in Dollars, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for an any affected Borrowing or Loan, in any other Available each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding affected Loans or Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, if permitted, at the end of the applicable Interest Period and (B) any outstanding affected Loans Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrowers’ election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or or, in the case of Alternative Currency Term Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or or, in the case of Alternative Currency Term Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Alternative Currency Term Rate Loan or Term SOFR Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower Borrowers of such noticenotice and (y) the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan or Term SOFR Loan, the Borrower Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.05. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ athe Borrower’‘s receipt of notice of the commencement of a Benchmark Unavailability Period, with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any request for anwritten notice that requests the making of any Advance in any applicable Agreed Currency of,as, a conversion of any Advance to, or continuation of anany Advance as, a SOFR BorrowingAdvance to be made, converted or continued during any Benchmark Unavailability Period , a XXXXX Borrowing EURIBOR Advance, or a EURIBOR Rate BorrowingDaily Simple XXXXX Advance, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (Ax)A) in the case of any request for a Borrowing in Dollarsany affected SOFR Advance, if applicable, the Borrower Borrowers will be deemed to have converted any such request for an Advance denominated in US Dollars into a request for a Borrowing of or conversion to ABR Loans Base Rate Advance and (y)in the amount specified therein and (B) in the case of any request for an affected Borrowing in any Advance of a Borrower at an Agreed Currency (other Available Currency, then such request shall be ineffective and (iithan US Dollars) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (be an Advance at the Overnight Rate and accrue interest based on the Overnight Rate plus the applicable percentage in accordance with the table set out in Section 2.7. 1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-then current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-theany other affected Advance, if applicable, then current Benchmark or such tenor for such Benchmark, as asrequest shall be ineffective and (ii)(A) any outstanding affected SOFR Advances, if applicable, will not be used in any determination of ABRBase Rate. Furthermore, if any Advance in any Agreed Currency is outstanding on the date of a Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a LIBO Rate, Daily Simple XXXXX or EURIBOR Rate applicable to such Advance, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 5.29, (i) if such Advance is denominated in US Dollars to a Borrower, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Banking Day if such day is not a Banking Day), such Loandeemed to have been converted into Base Rate Advances at the end of the applicable Interest Period and (B) any other outstanding affected Advances, in each case, at the Borrower’s election, shall either (I) be converted by the Administrative Agent to, and shall constitute, a Baseinto Prime Rate AdvanceAdvances denominated in USCanadian Dollars on such day or (ii) if(in an amount equal to the Equivalent Amount of such affected Advance in an Agreed Currency (other than USCanadian Dollars) is to a Borrower, then such Loan shall, onat the last dayend of the applicable Interest Period applicable to such Loan (or the next succeeding Banking Day if such day is not a Banking Day), at the applicable Borrower’s election prior to such day:or (AII) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Advance, such Advance shall be deemed to be an Advance at the Overnight Rate and accrue interest based on the Overnight Rate plus the applicable percentage in accordance with the table set out in Section 2.7.1. (h) On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that, (a) immediately after December 31, 2021, publication of all seven euro LIBOR settings, all seven Swiss Franc LIBOR settings, the spot next, 1 week, 2 month and 12 month Japanese Yen LIBOR settings, the overnight, 1 week, 2 month and 12 month Sterling LIBOR settings, and the 1 week and 2 month Dollar LIBOR settings will permanently cease; immediately after June 30, 2023, publication of the overnight and 12 month US Dollar LIBOR settings will permanently cease; (b) immediately after December 31, 2021, the 1 month, 3 month and 6 month Japanese Yen LIBOR settings and the 1 month, 3 month and 6 month Sterling LIBOR settings will cease to be provided or, subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored; and (c) immediately after June 30, 2023, the 1 month, 3 month and 6 month US Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. The Bank of Nova Scotia, as Administrative Agent, does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to LIBOR or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, any such alternative, successor or replacement rate implemented pursuant to Section 5.29, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 5.29, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability. For certainty, the parties hereto acknowledge that the announcements of March 5, 2021 described above resulted in the occurrence of a Benchmark Transition Event with respect to the LIBO Rate for US Dollars pursuant to the terms of this Agreement and that any obligation of the Administrative Agent to notify any parties of such Benchmark Transition Event pursuant to clause (e) of this Section 5.29 shall be deemed xxxxxxxxx.xx full at the end of the applicable Interest Period; provided, that, if no election is made by the Borrowers by the earlier of (x) the date that is three Banking Days after receipt by the Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Loan, the Borrowers shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 5.29. 5.30 Effect of CDOR Benchmark Transition EventCDOR Fallback

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX an RFR Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR RFR Loans, XXXXX Loans or EURIBOR a Eurodollar Rate borrowing of, conversion to or continuation of Eurodollar Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing of Base Rate Loan or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for any affected RFR Borrowing or Eurodollar Rate borrowing, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected RFR Loans or Eurodollar Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or or, in the case of Eurodollar Loans, at the end of the applicable Interest PeriodPeriod or Interest Payment Date, as applicable, applicable or (2II) be prepaid in full immediately or or, in the case of Eurodollar Loans, at the end of the applicable Interest PeriodPeriod or Interest Payment Date, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurodollar Loan (other than a Daily Simple RFR Loan), if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurodollar Loan, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Term Benchmark Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Term Benchmark Loans, XXXXX Loans or EURIBOR Rate a SXXXX Borrowing of, conversion to or continuation of SXXXX Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Agreed Currency and, failing that, (i) (A) in the case of any request for a any affected Term Benchmark Borrowing in Dollars, if applicable, the Borrower will be deemed to have converted any such request into a request for a an ABR Borrowing of or conversion to ABR Loans in the amount specified therein and (B) in the case of any request for any affected Term Benchmark Borrowing or SXXXX Borrowing, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding affected Term Benchmark Loans denominated in Dollars Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Term Benchmark Loans or SXXXX Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any SXXXX Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Term Benchmark Loan, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of Term SOFR LoansAdvances, XXXXX Loans or a Borrowing of, conversion to or continuation of EURIBOR Rate LoansAdvances, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans Base Rate Advances in the amount specified therein and (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEURIBOR Borrowing, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Advances, if applicable, will be deemed to have been converted into ABR Loans immediately Base Rate Advances at the end of the applicable Interest Period and (B) any outstanding affected Loans denominated in any other Available CurrencyEURIBOR Advances, at the applicable Borrower’s election, shall either (1I) be converted into ABR Loans Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of XXXXXXX Advances, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT XXXXXXX Advances, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any EURIBOR Advance, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower Company of such noticenotice and (y) the last day of the current Interest Period for the applicable EURIBOR Advance, the such Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 8.04(b). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ U.S. Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the U.S. Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or a EURIBOR Rate Borrowing of, or continuation of EURIBOR Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 61 applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected SOFR Loan, the U.S. Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Base Rate Loans and (B) in the case of any request for an any affected Borrowing in any other Available CurrencyEURIBOR Loan, if applicable, then such request shall be ineffective and shall, at the U.S. Borrower’s election, (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount that is then equal to the Dollar Equivalent of such Available CurrencyEURIBOR Loans) immediately at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any EURIBOR Loan, if no election is made by the Borrowers U.S. Borrower by the earlier of (x) that date that this is three Business Days after receipt by the U.S. Borrower of such noticenotice and (y) the last day of the current Interest Period for the applicable EURIBOR Loan, the U.S. Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.04(c). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate. During such Benchmark Unavailability Period, any outstanding SOFR Loans or EURIBOR Loans, as applicable, shall be deemed to have been converted into Base Rate Loans (in the case of such EURIBOR Loans, in an amount that is then equal to the Dollar Equivalent of such EURIBOR Loans) at the end of the applicable Interest Period.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the (A) Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (AI) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Loans, the if applicable, Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at Borrower’s election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section ‎2.19(e). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to any given Benchmark, (i) the Borrower Company may revoke any pending request for a SOFR Borrowing, a XXXXX Revolving Borrowing or a EURIBOR Rate Swingline Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Borrower Company will be deemed to have converted any such request into a request for a Revolving Borrowing or Swingline Borrowing, as applicable, of or conversion to ABR Alternate Base Rate Loans and (B) in the case of any request for an affected Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected SOFR Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans immediately or shall be prepaid at the end of the applicable Interest Period and (B) any outstanding affected XXXXX Loans denominated in any other Available Currencyor Eurocurrency Rate Loans, shall either (1I) be converted into ABR Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) in the case of XXXXX Xxxxx, immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II) in the case of XXXXX Xxxxx, be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any XXXXX Loan, if no election is made by the Borrowers Company by the date that is three (3) Business Days after receipt by the Borrower Company of such notice, the Borrower Company shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the Company by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Company shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Company shall also pay accrued interest (except with respect to any prepayment or conversion of a XXXXX Xxxx) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any Benchmark Unavailability Period or at any time that a any tenor for the then-current Benchmark is not an Available Tenor, the component of ABR Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion Conversion to or continuation of SOFR LoansAdvances or Eurocurrency Rate Advances, XXXXX Loans or EURIBOR Rate Loans, as applicablein each case, to be made, converted Converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected SOFR Advance where the Benchmark Unavailability Period applies to both Daily Simple SOFR and the Term SOFR Reference Rate, the Borrower will be deemed to have converted Converted any such request into a request for a Borrowing an Advance of or conversion Conversion to ABR Loans and Base Rate Advances in the amount specified therein, (B) in the case of any request for any affected SOFR Advance where the Benchmark Unavailability Period applies to Daily Simple SOFR but not the Term SOFR Reference Rate, the Borrower will be deemed to have Converted any such request into a request for an Advance of or Conversion to Term SOFR Advances with an Interest Period of one-month in the amount specified therein (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances in the amount specified therein), (C) in the case of any request for any affected Borrowing SOFR Advance where the Benchmark Unavailability Period applies to the Term SOFR Reference Rate but not Daily Simple SOFR, the Borrower will be deemed to have Converted any such request into a request for an Advance of or Conversion to Daily Simple SOFR Advances in the amount specified therein (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances in the amount specified therein), and (D) in the case of any other Available Currencyrequest for any affected Eurocurrency Rate Advance, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Advances, if applicable, will be deemed to have been converted Converted into ABR Loans immediately and Daily Simple SOFR Advances at the end of the applicable Interest Period (or, if Daily Simple SOFR shall be no longer available at such time, into Base Rate Advances), (B) any outstanding affected Loans denominated in Daily Simple SOFR Advances, if applicable, will be deemed to have been Converted into Term SOFR Advances with an Interest Period of one-month immediately (or, if the Term SOFR Reference Rate shall be no longer available at such time, into Base Rate Advances) and (C) any other Available Currencyoutstanding affected Eurocurrency Rate Advances, at the Borrower’s election, shall either (1I) be converted Converted into ABR Loans Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Committed Currency) immediately or ), at the end of the applicable Interest Period, as applicable(II) be Converted into Daily Simple SOFR Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency), at the end of the applicable Interest Period, (III) be Converted into Term SOFR Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency) with an Interest Period of one-month, at the end of the applicable Interest Period or (2IV) be prepaid in full immediately or at the end of the applicable Interest Period; provided, as applicable; provided that further that, with respect to any Eurocurrency Rate Advance, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such noticenotice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Advance, the Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or Conversion, the Borrower shall also pay accrued interest on the amount so prepaid or Converted, together with any additional amounts required pursuant to Section 8.04(c). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the then-current Benchmark is not an Available Tenor, to the extent a component of ABR Base Rate is based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AI) in the case of any request for any affected RFR Loans or a Borrowing Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section ‎2.17. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to aany given Benchmark for Dollars, (i) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Eurocurrency AdvanceRevolving Borrowing or a EURIBOR Rate Swingline Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Eurocurrency Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a Borrowing in Dollars, the Borrower will be deemed to have converted any such request into a request for a borrowingRevolving Borrowing or Swingline Borrowing, as applicable, of or conversion to ABR Alternate Base Rate Loans and (B) in the case of any request for an affected Borrowing in any other Available Currency, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected SOFR Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans immediately or shall be prepaid at the end of the applicable Interest Period and (B) any outstanding affected XXXXX Loans denominated in any other Available Currencyor Eurocurrency Rate Loans, shall either (1I) be converted into ABR Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) in the case of XXXXX Xxxxx, immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II) in the case of XXXXX Loans, be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any XXXXX Xxxx, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a XXXXX Xxxx) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any Benchmark Unavailability Period or at any time that a aany tenor for the then-current Benchmark is not an Available Tenor, to the extent a component of ABR Alternate Base Rate is based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of ABRAlternate Base Rate. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than Dollars, the obligation of the Lenders to make or maintain Loans referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected Borrowings or Interest Periods).

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (I) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicableSOFR Rate Loans, or Eurocurrency Rate Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing any affected SOFR Rate Loans, XXXXX Rate Loans, or Eurocurrency Rate Loan, in Dollarseach case, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (B) in the case of any request for an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (AII)(1) any outstanding affected SOFR Rate Loans denominated in Dollars Dollars, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (B2) any outstanding affected XXXXX Rate Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrowers’ election, shall either (1x) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (y) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any XXXXX Rate Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1x) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrower by the earlier of (AA) the date that is three (3) Business Days after receipt by Borrower of such notice and (BB) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrower shall be deemed to have elected clause (x) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.02(b). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a SOFR Borrowing, a XXXXX Eurocurrency Borrowing or a EURIBOR Rate Borrowing, as applicable, RFR Borrowing of, conversion to or continuation of SOFR Loans, XXXXX Eurocurrency Loans or EURIBOR Rate Loans, as applicable, Term SOFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any a request for a Borrowing in DollarsDollar Borrowing, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to an ABR Loans Loan, and (Bii) in the case of any a request for an affected a Eurocurrency Borrowing or a RFR Borrowing in any other Available CurrencySterling or Swiss Francs, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated in any other Available Currencyat the Borrower’s election, shall either (1) be converted into an ABR Loans Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available affected Currency) immediately in the case of a RFR Borrowing in Sterling or Swiss Francs or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately in the case of a RFR Borrowing in Sterling or Swiss Francs or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such noticenotice or, in the case of a Eurocurrency Borrowing, the last day of the current Interest Period for the applicable Eurocurrency Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to the rate applicable to such Loan, (i) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Term Benchmark or RFR Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Term Benchmark Loans or EURIBOR Rate RFR Loans, as applicable, or a Term Benchmark or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated Dollars or in the applicable Alternative Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for a Base Rate Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for any affected Term Benchmark Borrowing or RFR Borrowing, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected Term Benchmark Loans or RFR Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Term Benchmark Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower shall be deemed to have elected clause (I) above provided, further that, with respect to any RFR Loan, if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ US Borrower’s receipt of notice of the commencement of a aany applicable Benchmark Unavailability PeriodPeriod with respect to the relevant Screen Rate for any currency, the, the applicable Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued in suchthe applicable currency during any such applicable Benchmark Unavailability Period and, failing that, (i) (A) the obligation of the Banks to make or maintain Loans in any currency other than Dollars shall be suspended, and/or (B) solely in the case of any request for a Borrowing in DollarsDollar-denominated Loans theDollar denominated Loans, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing LoanBorrowing of or conversion to ABR Base Rate Loans. During any applicable Benchmark Unavailability Period with respect to the relevant Screen Rate for any currency, (A) the obligation of the Banks to make or maintain Loans and in such currency shall be suspended, (B) any request for a Loan of, conversion to or continuation of Loans in such currency shall be ineffective except that, solely in the case of any request for an affected Borrowing in any other Available CurrencyDollar-denominated Loans, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars will be deemed to have been converted into ABR Loans immediately a request for a Loan of or conversion to Base Rate Loans, and (B) any outstanding affected Loans denominated in any other Available Currency, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above. During any Benchmark Unavailability Period or C)or at any time that a tenor for the relevant then-current Benchmark is not an Available Tenor, to the extent the component of ABR the Base Rate based upon the Eurocurrency Rate for Dollarsrelevant then-current Benchmark or such tenor for such relevant Benchmark, as applicable, will not be used in any determination of ABR.the Base Rate. During any applicable Benchmark Unavailability Period, notwithstanding anything to the contrary herein, any Swing Line Loan shall bear interest at the Base Rate plus the Applicable Base Rate Margin. 270034751 270134563

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the any applicable Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the Applicable Currency and, failing that, (i) (AA)(I) in the case of any request for a Borrowing any affected Eurocurrency Rate Loans or RFR Loans denominated in Dollars, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Offshore Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Offshore Currency, at the applicable Borrower’s election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Offshore Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers applicable Borrower by the date that is three (3) Business Days after receipt by the Borrower Company of such notice, the applicable Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the applicable Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the applicable Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Guarantor’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the a Borrower may revoke any request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Rate Loans, as applicable, Advances denominated in the affected currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the case of any request for a any affected Borrowing denominated in Dollars, if applicable, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans Base Rate Advances in the amount specified therein and (B) in the case of any request for an any affected Borrowing in any other Available an Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans affected Term Rate Advances denominated in Dollars Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately Base Rate Advances at the expiration of the Interest Period and (B) any outstanding affected Loans Advances denominated in any other Available an Alternative Currency, at the applicable Borrower’s election, shall either (1I) be converted into ABR Loans denominated in Dollars Base Rate Advances (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term Rate Advances, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Rate Advances, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Advances, if no election is made by the Borrowers applicable Borrower by the date that is three Business Days after receipt by the Borrower Guarantor of such notice, the such Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Term Rate Advance, if no election is made by the applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Guarantor of such notice and (y) the last day of the current Interest Period for the applicable Term Rate Advance, such Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 9.04(c). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to any Available Currency, a Borrower, the Borrower Borrowers may revoke any request for a SOFR Borrowing, a XXXXX Eurocurrency Rate Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans or EURIBOR Eurocurrency Rate Loans, as applicable, Advances denominated in the affected currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any pending selection of, conversion to or renewal of afor each Eurocurrency Rate Advance that has not yet gone into effect shall be deemed to be a selection of, conversion to or renewal of a Base Rate Advance with respect to such Eurocurrency Rate Advance in the Dollar Equivalent amount of such Eurocurrency Rate Advance, (ii) all outstanding Eurocurrency Rate Advances in such Available Currency shall automatically be (A) if in the case of any request for a Borrowing Dollars, converteddenominated in Dollars, the Borrower Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and Base Rate Advances at the expiration of the existing Interest Period (or sooner, if Agent cannot continue to lawfully maintain such affectedand (ii) for each Eurocurrency Rate Advance) or (B) if in the case of any request for an affected Borrowing a denominated in any other Available Committed Currency, then such request shall be ineffective and (ii) (A) any outstanding Loans in Dollars converted athe Borrowers will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Loans denominated requested a Borrowing of or conversion to Base Rate Advances in any other Available Currency, shall either (1) be converted into ABR Loans denominated in Dollars (in an the Dollaran amount equal to the Dollar Equivalent amount of such Available Eurocurrency Rate Advance at the expiration of the existing Interest Period (or sooner, if the Agent cannot continue to lawfully maintain such affected Eurocurrency Rate Advance in such Committed Currency) immediately or at the end of the applicable Interest Period, as applicable, or and (2) be prepaid iii)thereof in full immediately or at the end of the applicable Interest Period, as applicable; provided that if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) aboveDollars. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the One Month LIBORthe then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AI) in the case of any request for a Borrowing in Dollarsany affected SOFR Loans, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Alternate Base Rate Loans in the amount specified therein and (BII) in the case of any request for an any affected Borrowing RFR Loan, in any other Available a Foreign Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding Loans in Dollars affected SOFR Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans immediately at the end of the applicable Interest Period and (BII) any outstanding affected Loans RFR Loans, in each case, denominated in any other Available a Foreign Currency, at the Borrower’s election, shall either (1) be converted into ABR Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) immediately or at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Periodimmediately; provided, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.17. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Agreed Currency and, failing that, (i) (AA)(I) in the case of any request for any affected Term RSOFR Loans or a Borrowing Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable,Loans, the Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected Term RSOFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.11. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Unavailability Period. Upon the Borrowers’ Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Parent Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AI) in the case of any request for any affected RFR Loans or a Borrowing Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Parent Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BII) in the case of any request for an any affected Borrowing RFR Loan or Eurocurrency Rate Loan, in any other Available each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available a Foreign Currency, at the Parent Borrower’s election, shall either (1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Parent Borrower by the date that is three (3) Business Days after receipt by the Parent Borrower of such notice, the Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the Parent Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Parent Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Parent Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.15. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX an RFR Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR RFR Loans, XXXXX Loans or EURIBOR Rate a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a any affected RFR Borrowing in Dollars, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (B) in the case of any request for any affected RFR Borrowing or Term Benchmark Borrowing, in each case, in an affected Borrowing in any other Available Alternate Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding affected RFR Loans denominated in Dollars Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected RFR Loans or Term Benchmark Loans, in each case, denominated in any other Available an Alternate Currency, at the Borrower’s election, shall either (1I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternate Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any RFR Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Term Benchmark Loan, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Company (on behalf of the relevant Borrowers) may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX Loans a Eurocurrency Borrowing of, conversion to or EURIBOR Rate continuation of Eurocurrency Loans, as applicableor a Swing Line Borrowing of Swing Line Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected SOFR Borrowing, if applicable, the Borrower Company will be deemed to have converted any such request into a request for a Base Rate Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for an any affected Eurocurrency Borrowing in any other Available Currencyor Swing Line Borrowing, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected Loans denominated in any other Available CurrencyEurocurrency Loans, at the Company’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the U.S. Dollar Equivalent of such Available CurrencyEquivalent) immediately or at the end of the applicable Interest Period, as applicable, Period or (2II) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Eurocurrency Loan, if no election is made by the Borrowers Company by the earlier of (x) the date that is three Business Days after receipt by the Borrower Company of such noticenotice and (y) the last day of the current Interest Period for the applicable Eurocurrency Loan, the Borrower Company shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 7.01. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to the rate applicable to such SOFR Loan, (i) the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX SOFRTerm Benchmark or RFR Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR Loans, XXXXX LoansTerm Benchmark Loans or EURIBOR Rate RFR Loans, as applicable, or a Term Benchmark or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated Dollars or in the applicable Alternative Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for a Base Rate Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for any affected Term Benchmark Borrowing or RFR Borrowing, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected SOFR Loans, if applicable, will be deemed to have been converted into ABR tointo Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected Term Benchmark Loans or RFR Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Term Benchmark Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower shall be deemed to have elected clause (I) above provided, further that, with respect to any RFR Loan, if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.04. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the theany then-current Benchmark related to the Term B Facility is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the Borrower Company may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX any affected Loans or EURIBOR Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Loans, if applicable, the Borrower Company will be deemed to have converted any such request into a request for a Borrowing of Base Rate Loans or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for an any affected Borrowing borrowing in any other Available a Foreign Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected Loans denominated in any other Available a Foreign Currency, at the Company’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Foreign Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any XXXXX Xxxx, if no election is made by the Borrowers Company by the date that is three Business Days after receipt by the Borrower Company of such notice, the Borrower Company shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Term Rate Loan, if no election is made by the Company by the earlier of (x) the date that is three Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Term Rate Loan, the Company shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Company shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, Borrowingborrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR subject to such Benchmark Unavailability Periodor Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any suchany Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (AA)(I) in the case of any aany request for Borrowing of, conversion to or continuation of Loansany affected RFR Loans or a Borrowing Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrower will be deemed to have converted any such request into a request for a Borrowing Borrowingborrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (BiiII) in the case of any aany request for an affected a Borrowing of , conversion to or continuation of Loans denominated in any other Available any affected RFR Loan or Eurocurrency Rate Loan, in each case, in a Foreign Currency, if applicable, then such request shall be ineffective ineffective. During any and (ii) (AB)(I) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available a Foreign Currency, at the Borrower’s election, shall either (1A) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of such Available Foreign Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period or (B) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (A) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.17. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Base Rate or any other Benchmark that is based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRthe Base Rate or such other Benchmark.

Benchmark Unavailability Period. Upon the Borrowers’ Company’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (A) the Borrower Borrowers may revoke any pending request for a SOFR Borrowing, a XXXXX Borrowing or a EURIBOR Rate Borrowing, as applicable, borrowing of, conversion to or continuation of SOFR Loans, XXXXX RFR Loans or EURIBOR Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Agreed Currency and, failing that, (i) (AI) in the case of any request for any affected RFR Loans or a Borrowing Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a Borrowing borrowing of or conversion to ABR Floating Rate Loans in the amount specified therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate Loan, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (iiB) (AI) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in Dollars each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Floating Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (BII) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the applicable Borrower’s election, shall either (1) be converted into ABR Floating Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of such Available Alternative Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, Period or (2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers applicable Borrower by the date that is three (3) Business Days after receipt by the Borrower Company of such notice, the Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term RFR Loan, if no election is made by the applicable Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.3. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRAlternate Base Rate.

Benchmark Unavailability Period. Upon the Borrowers’ Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, (i) the applicable Borrower may revoke any pending request for a SOFR Borrowing, a XXXXX an RFR Borrowing or a EURIBOR Rate Borrowing, as applicable, of, conversion to or continuation of SOFR RFR Loans, XXXXX Loans or EURIBOR a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, as applicablein each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (i) (A) in the case of any request for a Borrowing in Dollarsany affected Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted any such request into a request for a Base Rate Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, in each case, in an affected Borrowing in any other Available Alternative Currency, if applicable, then such request shall be ineffective and (ii) (Aii)(A) any outstanding Loans in Dollars affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately at the end of the applicable Interest Period and (B) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in any other Available an Alternative Currency, at the Borrower’s election, shall either (1I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Available Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period, as applicable, or (2) be prepaid in full immediately or at the end of the applicable Interest Period, as applicable; provided that that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers applicable Borrower by the date that is three Business Days after receipt by the Parent Borrower of such notice, the applicable Borrower shall be deemed to have elected clause (1I) above; provided, further that, with respect to any Eurocurrency Rate Loan, if no election is made by the applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Parent Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the applicable Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 10.4. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for the any then-current Benchmark is not an Available Tenor, the component of ABR Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of ABRBase Rate.