Common use of Benchmark Unavailability Period Clause in Contracts

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion to or Continuation of any affected SOFR Loans to be made, Converted or Continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted any such request into a request for a borrowing of or Conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued with respect to the then-current Benchmark during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Alternate Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, (i) the obligation of the Lenders to make or maintain Loans with respect to such Benchmark shall be suspended, (ii) any request for a borrowing of, conversion to or continuation of Loans with respect to such Benchmark shall be ineffective and will be deemed to have been a request for a Borrowing of or conversion to Alternate Base Rate Loans, and (iii) the component of 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 the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (Ai) the Borrower may revoke any pending request for a borrowing ofLoan bearing interest based on the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR Rate, Conversion conversion to or Continuation continuation of any affected Loans bearing interest based on the Adjusted Term SOFR Loans Rate or the Adjusted Daily Simple SOFR Rate, as applicable, to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Loan of or Conversion conversion to Loans bearing interest under the Base Rate Loans and (Bii) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (IIA) with respect to any Term SOFR Loans, at the end of the applicable Interest PeriodPeriod and (B) with respect to any Daily Simple SOFR Loans, immediately. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (Ai) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (Bii) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (IA) with respect to any Daily Simple SOFR Loans, immediately and (IIB) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period Period, with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or continuation of LIBORConversion to or Continuation of any affected SOFR Loans to be made, Converted converted or continuedConverted or Continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted convertedConverted any such request into a request for a borrowing of or Conversion conversionConversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any theany then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkBenchmark for Dollars for any Loans under the Tranche A Revolving Facility or the SISO Term Facility, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Eurocurrency Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR ABR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, to the extent a component of Base Rate ABR is based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of Base RateABR. Upon 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 Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (Ai) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected Term SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Term SOFR Advance, if applicable, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of an Alternate Base Rate Advance or Conversion conversion to Alternate Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Loans Loans, if applicable, will be deemed to have been Converted to converted into Alternate Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, 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 3.4. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Alternate Base Rate.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A1) the Borrower Company may revoke any pending request for a borrowing Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower Company will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Daily Simple SOFR Loans (or, if Daily Simple SOFR is also the subject of a Benchmark Transition Event, an ABR Loans) on the last day of the Interest Period applicable thereto and (B2) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans (or, if Daily Simple SOFR is also the subject of a Benchmark Transition Event, an ABR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, (x) all interest payments in respect of Daily Simple SOFR Loans will be payable on a quarterly basis and (y) the component of Base Rate the 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 Base Ratethe ABR.

Benchmark Unavailability Period. Upon the a Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkBenchmark for USD, (A) the such Borrower may revoke any pending request for a borrowing Eurocurrency Rate Advance of, Conversion conversion to or Continuation continuation of any affected SOFR Loans Eurocurrency Rate Advances to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the such Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest PeriodAdvances. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, to the extent a component of Base Rate is based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of the Base Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than USD, 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 Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion to or Continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement ‎commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower ‎Borrower may revoke any pending request for a borrowing ‎Loan utilizing the then-current Benchmark ‎‎(including, if the then-current Benchmark is ‎SOFR or Term SOFR) of, Conversion conversion to or Continuation ‎continuation of any affected Loans utilizing the then-current ‎Benchmark (including, if the then-current ‎Benchmark is SOFR Loans or Term SOFR) to be made, Converted ‎converted or Continued continued during any Benchmark Unavailability ‎Unavailability Period and, failing that, the Borrower will ‎will be deemed to have Converted converted any such request ‎request into a request for a borrowing Loan of or Conversion conversion ‎to Base Rate Loans. Any outstanding ‎affected Loans bearing interest at the then-current ‎Benchmark shall be converted to Base Rate Loans and ‎Loans immediately, or after the Benchmark Transition Start Date for Term SOFR, as of the last day of any applicable ‎Interest Period. During a ‎Benchmark Unavailability Period (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) including, without limitation, with respect to any Daily Simple SOFR Loans, immediately and (IISOFR) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any ‎any time that a tenor for any ‎the then-current Benchmark is not an Available Tenor, the component of ‎the Base Rate based upon ‎upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period Benchmark, SOFR or such tenor for such Benchmark, as ‎as applicable, will not ‎not be used in any determination of the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (Ax) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (By) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest PeriodPeriod unless prior to the end of such applicable Interest Period the Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected Term SOFR Loans or Swingline Loans, in each case, to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected Term SOFR Loans or Swingline Loans, if applicable, will be deemed to have been Converted to converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 9.03. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (Ai) the Borrower may revoke any pending request for a borrowing Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans Loans, in each case, to be made, Converted converted or Continued continued during any Benchmark Unavailability Period with respect to the applicable Benchmark and, failing that, in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of an ABR Borrowing or Conversion conversion to Base Rate ABR Loans in the amount specified therein, and (Bii) any outstanding affected Term SOFR Loans Loans, if applicable, will be deemed to have been Converted to Base Rate converted into ABR Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, 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 2.11. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of Base Rate 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 Base RateABR.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate ABR Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate ABR Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, Conversion conversion to or Continuation continuation of any affected Daily Simple SOFR Rate Loans or Term SOFR Rate Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of Base Rate 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. Furthermore, if any Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.19, on the date of the receipt of such notice with respect to any such Daily Simple SOFR Rate Loan and, on the last day of the Interest Period applicable to any such Term SOFR Rate Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, a Base RateRate Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans or SOFR Swing Line Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period Period, with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing ofLoan bearing interest based on USD LIBOR, conversion to or continuation of Loans bearing interest based on USD LIBORborrowing of Revolving Loans, Conversion to to, or a Continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Loan of or conversion to Loans bearing interest at a rate based on the Base Rateborrowing of Revolving Loans of or Conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any theany then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing Eurodollar Loanborrowing of, Conversion conversion to or Continuation continuation of any affected SOFR EurodollarSOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Alternate Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Alternate Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the LIBO Ratethe 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 the Alternate Base RateRate and all Swingline Loans shall bear interest at the Alternate Base Rate plus the applicable Base Rate Margin.

Benchmark Unavailability Period. Upon the BorrowerWBA’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower WBA may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any SOFR Rate Loans (and the affected SOFR Loans Interest Periods if applicable) to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, in the case of any request for a borrowing of an affected SOFR Rate Loan, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Alternate Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Rate Loans will be deemed to have been Converted to converted into Alternate Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, 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 3.04. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Alternate Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (Ai) the Borrower may revoke any pending request for a borrowing Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued, as applicable, during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Loans and (Bii) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, 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 3.04. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a any tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (Ai) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected Term SOFR Loans or Money Market Term SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (Bii) any outstanding affected Term SOFR Loans or Money Market Term SOFR Loan, if applicable, will be deemed to have been Converted to converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, but shall not be required to pay any additional amounts that would otherwise be required pursuant to Section 6.5. During any a Benchmark Unavailability Period with respect to any the Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected Term SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, (A) in the case of any request for any affected Term SOFR Loans, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected Term SOFR Loans Loans, if applicable, will be deemed to have been Converted to converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, 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 4.9. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the BorrowerParent Borrower’sBorrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (Aany(A) the Borrower Representative may revoke any pending request for a borrowing ofof Eurocurrency Loans, Conversion conversion to or Continuation continuation of any affected EurocurrencyTerm SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the such applicablethe Borrower Representative will be deemed to have Converted converted any such request into a request for a borrowing Borrowingborrowing of or Conversion conversion to Base Rate ABR Loans and (B) any outstanding affected Term SOFR Loans will be deemed to have been Converted converted to Base Rate ABR Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of Base Rate the ABR based upon the LIBORthe 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 Base Ratethe ABR.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (Ai) the Borrower may revoke any pending request for a borrowing Term SOFR Loan of, Conversion conversion to or Continuation continuation of any affected Term SOFR Loans Loans, in each case, to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Term SOFR Loan, if applicable, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of an Base Rate Loan or Conversion conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Loans Loans, if applicable, will be deemed to have been Converted to converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Accrual Period. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkBenchmark for USD, (A) the any Borrower may revoke any pending request for a borrowing Eurodollar Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Eurodollar Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the such Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR ABR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, to the extent a component of Base Rate ABR is based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of Base RateABR. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any currency other than USD, 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 Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans Reference Rate Advances to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, (i) the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Loans Advances in the amounts specified therein and (Bii) any outstanding affected SOFR Loans Reference Rate Advances will be deemed to have been Converted to converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, Advances 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 9.04(b). During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing ofof Revolving Loans, Conversion to to, or a Continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of Revolving Loans of or Conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any LIBOR Rateany affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any theany then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s Parent receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (Ai) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation of any affected continuation of, Term SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Term SOFR Loans, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Loans Loans, if applicable, will be deemed to have been Converted to converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, 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 2.20. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s Parent receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (Ai) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation of any affected continuation of, Term SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Term SOFR Loans, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans in the amount specified therein and (Bii) any outstanding affected Term SOFR Loans Loans, if applicable, will be deemed to have been Converted to converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, 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 ‎2.20. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower Borrowers may revoke any pending request for a borrowing Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing thatfailing, the Borrower that (a) Borrowers will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Loans and (Bb) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) immediately, in which event all outstanding SOFR Loans shall be so converted and shall bear interest at the Base Rate in effect from time to time, plus the Applicable Margin with respect to any Daily Simple SOFR Base Rate Loans, immediately and (II) . The Base Rate in effect from time to time plus the Applicable Margin with respect to Base Rate Loans shall replace the then-current Benchmark for any Term SOFR Loans, at the end determination of the applicable Interest interest hereunder or under any other Loan Document during a Benchmark Unavailability Period. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 applicableappliable, will not be used in any determination of the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (Ai) the Borrower may revoke any pending request for a borrowing ofLoan bearing interest based on USD LIBOR (including the Eurodollar Rate)the Adjusted Term SOFR ​ ​ ​ ​ Rate or the Adjusted Daily Simple SOFR Rate, Conversion conversion to or Continuation continuation of any affected Loans bearing interest based on USD LIBOR (including the Eurodollar Rate)the Adjusted Term SOFR Loans Rate or the Adjusted Daily Simple SOFR Rate, as applicable, to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Loan of or Conversion conversion to Loans bearing interest atunder the Base Rate Loans and (Bii) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (IIA) with respect to any Term SOFR Loans, at the end of the applicable Interest PeriodPeriod and (B) with respect to any Daily Simple SOFR Loans, immediately. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period Period, with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans or SOFR Swing Line Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans (or, in the case of any requested SOFR Swing Line Loan, a Swing Line Loan bearing interest at the Adjusted Base Rate) and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Administrative Borrower’s receipt of notice such notice, of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A1) the Administrative Borrower may revoke any pending request for a borrowing Loanborrowing of, Conversion conversion to or Continuation continuation of any LIBOR RateSOFR Loans (to the extent of the affected SOFR LIBOR Rate Loans to be or Interest Periods) orbe made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Administrative Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowingborrowing of or Conversion conversion to Base Rate Loans and (Bsubject to the foregoing clause (y)) in the amount specified therein2) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s 's receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Eurodollarany Loans to be made, Converted converted or Continued continued during suchwith respect to the then-current Benchmark during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR ABR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, (i) the obligation of the Lenders to make or maintain Eurodollar Loans with respect to such Benchmark shall be suspended, (ii) any request for a Borrowing of, conversion to or continuation of Eurodollar Loans with respect to such Benchmark shall be ineffective and will be deemed to have been a request for a Borrowing of or conversion to ABR Loans, and (iii) the component of Base Rate the ABR based upon the thenABR 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 Base Ratethe ABR.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A1) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B2) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing SOFR Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected SOFR Loan, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing the Borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, 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 2.14. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate. During such Benchmark Unavailability Period, any outstanding SOFR Loans shall be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.

Benchmark Unavailability Period. Upon the Administrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A1) the Administrative Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Administrative Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B2) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Availability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR, to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to an Incremental Advance bearing interest at the Alternate Base Rate Loans and (B) any outstanding affected Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR Loans will be deemed to have been Converted converted to an Incremental Advance bearing interest at the Alternate Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Calculation Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (Ai) the Borrower may revoke any pending request for a borrowing SOFR Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Loans and (Bii) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (IA) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A1) the Borrower may revoke any pending request for a borrowing Borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion conversion to Base Rate Daily Simple SOFR Loans (or, if Daily Simple SOFR is also the subject of a Benchmark Transition Event, an ABR Loans) on the last day of the Interest Period applicable thereto and (B2) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans (or, if Daily Simple SOFR is also the subject of a Benchmark Transition Event, an ABR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, (x) all interest payments in respect of Daily Simple SOFR Loans will be payable on a quarterly basis and (y) the component of Base Rate the 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 Base Ratethe ABR.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and Loans, (B) any outstanding affected Term SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest PeriodPeriod and (C) any outstanding affected Adjusted Daily Simple SOFR Loans will be deemed to have been immediately converted to Base Rate Loans. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected LIBOR RateTerm SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Term SOFR Loans, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans in an amount specified therein and (B) any outstanding affected Term SOFR Loans Loans, if applicable, will be deemed to have been Converted to converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for the applicable SOFR Rate Loan of, conversion to or continuation of SOFR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. 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 Base Rate based upon Adjusted Term SOFR (or then-current Benchmark) will not be used in any determination of Base Rate. Furthermore, if any applicable SOFR Rate Loans are outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the Benchmark applicable to such SOFR Rate Loans, then until such time as a given BenchmarkBenchmark Replacement for such Benchmark is implemented pursuant to this §4.16, (A) the Borrower may revoke any pending request for a borrowing of, Conversion to or Continuation of any affected SOFR Loans to be made, Converted or Continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted any such request into a request for a borrowing of or Conversion to Base Rate Loans and (B) any outstanding affected SOFR Rate Loans will be deemed to have been Converted to converted into Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, the (A) the Borrower may revoke any pending request for a borrowing pending Request for Borrowing of, Conversion conversion to or Continuation continuation of any affected Eurodollar Borrowings SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request Request for a borrowing Borrowing of or Conversion conversion to Adjusted Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Adjusted Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Adjusted Base Rate 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 the Base Rate.Adjusted Base Rate.

Benchmark Unavailability Period. Upon notice to the Borrower’s receipt of notice Borrower by the Administrative Agent in accordance with Section 10.02 of the commencement of a Benchmark Unavailability Period and until a Benchmark Replacement is determined in accordance with respect to a given Benchmarkthis Section 3.03(b), (Ai) the Borrower may revoke any pending request for a borrowing ofTerm SOFR Borrowing of a Eurodollar Rate Loan, Conversion or any request for the, conversion to or Continuation continuation of any affected a Borrowing of a Eurodollar Rate LoanTerm SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing Borrowing of or Conversion to a Base Rate Loans Loan or conversion to a Base Rate LoanLoans and (Bii) any outstanding affected Term SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given any Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued with respect to the then-current affected Benchmark during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, (i) the obligation of the Lenders to make or maintain Loans with respect to such Benchmark shall be suspended, (ii) any request for a borrowing of, conversion to or continuation of Loans with respect to such Benchmark shall be ineffective and will be deemed to have been a request for a borrowing of or conversion to Base Rate Loans and, in the case of Loans in a Currency other than Dollars, the conversion of such Loans to Base Rate Loans denominated in Dollars, and (iii) the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period Period, with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of 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 Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for an affected Loan bearing interest based on the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR Rate, as applicable, or a borrowing of, Conversion to or Continuation of any affected Loans bearing interest based on the Adjusted Term SOFR Loans Rate or the Adjusted Daily Simple SOFR Rate, as applicable, to be made, Converted or Continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted any such request into a request for a borrowing Loan of or Conversion to Loans bearing interest under the Base Rate Loans and (B) any outstanding affected Term SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 the Base Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (A) the Borrower may revoke any pending request for a borrowing of, Conversion conversion to or Continuation continuation of any affected SOFR Loans to be made, Converted converted or Continued continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have Converted converted any such request into a request for a borrowing of or Conversion conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been Converted converted to Base Rate Loans (I) with respect to any Daily Simple SOFR Loans, immediately and (II) with respect to any Term SOFR Loans, at the end of the applicable Interest Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of 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 Base Rate...