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, the Borrower may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowing. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

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 a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (xi) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yii) a Base Rate an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)3.03, (1A) any Term Benchmark Loan shall 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), be converted by the Administrative Agent to, and shall constitute, (x1) an RFR Loan Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y2) a Base Rate an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2B) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate constitute, an ABR Loan.

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 a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Daily Simple SOFR Loans or Euribor Rate Loans, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Daily Simple SOFR Borrowing denominated in Dollars into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event ABR Loans or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) Borrower will be deemed to have converted any such request for an RFR Borrowing into a request for a Base Euribor Rate BorrowingBorrowing denominated in the Optional Currency shall be ineffective. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base RateABR. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR LoanPeriod, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 5.5(c)2.11 (i) if such Daily Simple SOFR Loan is denominated in Dollars, on the date of receipt of such notice with respect to such Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan, and (1ii) any Term if such Benchmark Loan shall is denominated in the Optional Currency, then such Loan shall, 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)) bear interest at the Central Bank Rate plus the Applicable Margin; provided that, if the Administrative Agent determines (which determination shall be converted conclusive and binding absent manifest error) that the Central Bank Rate for the Optional Currency cannot be determined, any outstanding affected Benchmark Loans denominated in the Optional Currency shall, at the Borrower’s election prior to such day: (A) be prepaid by the Agent toBorrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Benchmark Loan, and such Benchmark Loan denominated in the Optional Currency shall constitute, (x) an RFR Loan so long as the Adjusted be deemed to be a Daily Simple SOFR is not Loan denominated in Dollars and shall accrue interest at the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted same interest rate applicable to Daily Simple SOFR is the subject of a Benchmark Transition Event, on Loans denominated in Dollars at such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loantime.

Benchmark Unavailability Period. Upon the BorrowerCompany’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 Benchmark Borrowing or RFR SOFR Borrowing of, conversion to or continuation of Term Benchmark Loans SOFR Advances, or a Borrowing of, or continuation of, Eurocurrency Rate Advances, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Available Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the applicable Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowing or conversion to Base Rate Advances in the amount specified therein and (B) in the case of any request for any affected Eurocurrency Rate Borrowing or Swing Line Borrowing, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Advances, if applicable, will be deemed to have been converted into Base Rate Advances at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Advances, at the applicable Borrower’s election, shall either (I) be converted into Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent thereof) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided that, with respect to any Eurocurrency 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 such Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency 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 8.04(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 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. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

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 a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowing. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the BorrowerRepresentative’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect for (a) Loans in U.S. Dollars, the Borrower Representative may revoke any request for a Borrowing of, conversion to or continuation of LIBOR Rate Loans in U.S. Dollars to be made, converted or continued during such applicable Benchmark Unavailability Period and, failing that, the Borrower Representative will be deemed to have converted any such request for a Relevant Borrowing of, conversion to or continuation of LIBOR Rate applicable Loans in U.S. Dollars into a request for a Borrowing of or conversion to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)ABR Loans in U.S. Dollars, (1b) Loans in Dollars, the Borrower Representative may revoke any Term request for a Borrowing of, conversion to or continuation of BA Rate Loans in Dollars to be made, converted or continued during such applicable Benchmark Loan shall Unavailability Period and, failing that, the Borrower Representative will be deemed to have converted any such request for a Borrowing of, conversion to or continuation of BA Rate Loans in Dollars into a request for a Borrowing of or conversion to Prime Rate Loans in Dollars and (c) Loans in Euros or Pounds Sterling, the Borrower Representative may revoke any request for a Borrowing of, conversion to or continuation of LIBOR Rate Loans in Pounds Sterling or EURIBOR Loans or European Base Rate Loans in Euros to be made, converted or continued during such applicable Benchmark Unavailability Period and, failing that, the Borrower Representative will be deemed to have converted any such request for a Borrowing of, conversion to or continuation of LIBOR Rate Loans in Pounds Sterling or EURIBOR Loans or European Base Rate Loans in Euros into a request for a Borrowing of or conversion to Prime Rate Loans in Dollars. During any Benchmark Unavailability Period for Loans in U.S. Dollars, the component of ABR based upon the LIBO Rate will not be used in any determination of the ABR. During any Benchmark Unavailability Period for Loans in Canadian Dollars, the component of Prime Rate based on the last day “CDOR Page” will not be used in any determination of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate LoanPrime Rate.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR SOFR Borrowing of, conversion to or continuation of Term Benchmark SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark SOFR Borrowing into a request for a Borrowing of of, or conversion to to, (xA) an RFR Borrowing a Daily Simple SOFR Borrowing, so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event Event, or (yB) a Base Rate Borrowing an ABR Borrowing, if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowing. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base RateEvent. Furthermore, if any Term Benchmark Loan or RFR SOFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR SOFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)2.22, (1) any Term Benchmark SOFR Loan shall shall, 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)Loan, be converted by the Agent convert to, and shall constitute, (x) an RFR Loan a Daily Simple SOFR Loan, so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event Event, or (y) a Base Rate an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark or Adjusted Term SOFR Borrowing, (i) the Borrower may revoke any pending request for a an Adjusted Term Benchmark Borrowing or RFR SOFR Borrowing of, conversion to or continuation of Adjusted Term Benchmark Loans SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a an ABR Borrowing of or conversion to ABR Loans in the amount specified therein, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (Bii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such request for an RFR Borrowing into a request for a Base Rate Borrowingprepayment 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 the Alternate Base Rate based upon the then-current Facility 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. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on Capitalized terms used in the date of foregoing Section 2.14(c) but not otherwise defined herein shall have the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.following meanings:

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 a Term SOFR Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term SOFR Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base RateABR. Furthermore, if any Term SOFR Benchmark Loan or RFR 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 Relevant Rate relevant rate applicable to such Term SOFR Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)1.12, (1) any Term SOFR Benchmark Loan shall 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), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate ABR Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing borrowing of, conversion to or continuation of Term Benchmark Loans Eurodollar RateSOFR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or Advances and (B) any such request for an RFR Borrowing into a request for a outstanding affected SOFR Advances will be deemed to have been converted to Base Rate BorrowingAdvances at the end of the applicable Interest Period. 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 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 the Base Rate. Furthermore(f) London Interbank Offred Rate Benchmark Transition Event. On March 5, if any Term Benchmark Loan or RFR Loan is outstanding on 2021, the date IBA, the administrator of the Borrower’s receipt of notice London interbank offered rate, and the FCA, the regulatory supervisor of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to IBA, made the Announcements that the final publication or representativeness date for the London interbank offered rate for: (I) Dollars for 1-week and 2-month tenor settings will be December 31, 2021 and (II) Dollars for overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No successor administrator for the IBA was identified in such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall on Announcements. The parties hereto agree and acknowledge that the last day of Announcements resulted in the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject occurrence of a Benchmark Transition Event or (y) a Base Rate Loan if with respect to the Adjusted Daily Simple SOFR is London interbank offered rate for Dollars and that any obligation of the subject Administrative Agent to notify any parties of a any such Benchmark Transition Event, on such day and Event pursuant to Section 8.21(c) shall be deemed satisfied. (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.g)

Benchmark Unavailability Period. Upon the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Borrowers may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Eurocurrency Rate Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing thatthat (i) for each Eurocurrency Rate Advance denominated in Dollars, the Borrower Borrowers will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Advances and (ii) for each Eurocurrency Rate Advance denominated in any Committed Currency, the Borrowers will be deemed to have requested a Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a conversion to Base Rate BorrowingAdvances in an amount equal to the Equivalent thereof in Dollars. 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 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 the Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan Eurocurrency Rate Advance in any Agreed Currency is outstanding on the date of the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR LoanEurocurrency Rate Advance, then until (i) if such time as a Benchmark Replacement Eurocurrency Rate Advance is implemented pursuant to this Section 5.5(c)denominated in Dollars, (1) any Term Benchmark Loan shall then on the last day of the Interest Period applicable to such Loan Advance (or the next succeeding Business Day if such day is not a Business Day), such Advance shall be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, Advance on such day and or (2ii) if such Eurocurrency Rate Advance is denominated in any RFR Loan shall Committed Currency, then such Advance shall, on and from the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), at the applicable Borrower’s election prior to such day, (A) be prepaid by such Borrower on such day or (B) be exchanged into the Equivalent amount thereof in Dollars and converted by the Agent to, and shall constitute constitute, a Base Rate LoanAdvance on such day (it being understood and agreed that if such Borrower does not so prepay such Advance on such day by 12:00 noon, New York City time, the Agent is authorized to effect such exchange and conversion of such Eurocurrency Rate Advance into a Base Rate Advance).

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, or (3) 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 (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) 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; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall 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, (2) 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 (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower will by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of 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 converted elected clause (Aiii)(B)(1) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yiv)(B)(1) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowingabove, 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

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 a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (xi) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yii) a Base Rate an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 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 Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)5.08, (1A) any Term Benchmark Loan shall 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), be converted by the Administrative Agent to, and shall constitute, (x1) an RFR Loan Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y2) a Base Rate an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2B) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate constitute, an ABR Loan.

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 a Term Benchmark Borrowing or RFR Borrowing borrowing of, conversion Conversion to or continuation Continuation of Term Benchmark Eurocurrency Loans 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 (x) the Borrower will be deemed to have converted Converted (A1) any such request for a Term Benchmark Borrowing borrowing of Eurocurrency Loans denominated in Dollars into a request for a Borrowing borrowing of or conversion Conversion to ABR Loans and (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B2) any such request for an RFR Borrowing into a request for a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not borrowing of Eurocurrency Loans denominated in an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not Alternate Currency shall be used in any determination of Base Rateineffective. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Eurocurrency Loan, (i) if such Eurocurrency Loan is denominated in Dollars, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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 converted prepaid by the Borrower on such day or Converted by the Administrative Agent to, and shall constitute, an ABR Loan on such day, (xii) an RFR if such Eurocurrency Loan so long is denominated in any Alternate Currency, then such Loan shall, on the last day of the Interest Period or calendar quarter, as applicable, to such Loan (or the Adjusted Daily Simple SOFR 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) be Converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternate Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, New York City time, the Administrative Agent is 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 Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject Replacement in respect of a such Alternate Currency pursuant to this Section titled “Benchmark Transition EventReplacement Setting”, on such day and (2) any RFR ABR Loan shall on and from such day then be converted Converted by the Administrative Agent to, and shall constitute constitute, a Base Rate LoanEurocurrency Loan denominated in such original Alternate Currency (in an amount equal to the Alternate Currency Equivalent thereof) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Alternate Currency.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice from the Administrative Agent of the commencement of a Benchmark Unavailability PeriodPeriod and until a Benchmark Replacement is determined in accordance with this Section 4.08 for (i) Dollars, the Borrower may revoke any request for a Term Benchmark Borrowing or RFR Borrowing borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans to be made, converted or continued during any such Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or Loans and (Bii) any other Agreed Foreign Currency, the obligation of the Lenders to make or maintain Loans in such request for an RFR Borrowing into a Agreed Foreign Currency shall be suspended (and the Borrower may revoke any request for a Base Rate BorrowingBorrowing of, conversion to or continuation of Loans to be made in such Agreed Foreign Currency during the Benchmark Unavailability Period). During any Benchmark Unavailability Period for Dollars or at any time that a tenor for the then-current then‐current Benchmark for Dollars is not an Available Tenor, the component of Base Rate based upon the then-current then‐current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan in any Agreed Foreign Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan, then (until such time as a benchmark replacement for such Agreed Foreign Currency is implemented pursuant to this Section 4.08) such Loan shall, 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), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and shall constitute, a Base Rate Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Agreed Foreign Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 2:00 p.m., local time, the Administrative Agent is authorized to effect such conversion of such Term Benchmark Loan into a Base Rate Loan denominated in Dollars). If any RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)Loan shall, (1) any Term Benchmark Loan shall on the last day of the next Interest Period Payment Date applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), bear interest at the Central Bank Rate for Pounds Sterling plus the Applicable Margin; provided that, if the Administrative Agent determines reasonably and in good faith (which determination shall be conclusive and binding absent demonstrable error) that the Central Bank Rate for Pounds Sterling cannot be determined, any outstanding affected RFR Loans denominated in Pounds Sterling, at the Borrower’s election, shall either (A) be converted by into Base Rate Loans denominated in Dollars (in an amount equal to the Agent to, and shall constitute, Dollar Equivalent of Pounds Sterling) on the next applicable Interest Payment Date (x) an RFR Loan so long as or the Adjusted Daily Simple SOFR next succeeding Business Day if such day is not the subject of a Benchmark Transition Event Business Day) or (yB) a Base Rate Loan be prepaid in full immediately on the next applicable Interest Payment Date (or the next succeeding Business Day if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute is not a Base Rate LoanBusiness Day).

Benchmark Unavailability Period. Upon the 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 Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Loans, as applicable, or a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated Dollars and, failing that, in the case of any request for any affected Term Benchmark Borrowing the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingBorrowing or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected Term Benchmark Loans, if applicable, will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period, shall either (I) be converted into Base Rate Loans 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, 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 (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. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 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 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. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Borrower will conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be deemed ineffective and, if the affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to have converted a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any such request for Borrowing Request that requests a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Adjusted Daily Simple SOFR is not Central Bank Rate for the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing applicable Agreed Foreign Currency; provided, that if the Adjusted Daily Simple SOFR is Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the subject of a Benchmark Transition Event or Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such request for Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, (2) be converted into a request for Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Base Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) 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 (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate Borrowing. During any Benchmark Unavailability Period or at any time equal to the Canadian Prime Rate; provided, that a tenor for if the then-current Benchmark is not an Available Tenor, Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the component of Base Canadian Prime Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will cannot be used in determined, such Borrowing Request shall be ineffective, and (B) any determination of Base Rate. Furthermore, if any outstanding Term Benchmark Loan or RFR Loan is outstanding on the date of Borrowing in Canadian Dollars, at the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loanelection, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), shall either (1) any be converted to a Term Benchmark Loan Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall on be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated 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, (2) be converted into a Syndicated 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 (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of 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 such Loan have elected clause (iii)(B)(1) or the next succeeding Business Day if such day is not a Business Day), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.74 Revolving Credit Agreement

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 Term Benchmark Borrowing or RFR Borrowing borrowing of, conversion Conversion to or continuation Continuation of Term Benchmark LIBORany 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 (A) Converted any such request for a Term Benchmark Borrowing into a request for a Borrowing borrowing of or conversion Conversion to (xBase Rate Loans(x) an RFR Borrowing so long as the if such Benchmark Unavailability Period is not with respect to Adjusted Daily Simple SOFR, Daily Simple SOFR is not the subject of a Benchmark Transition Event Loans, or (y) a Base Rate Borrowing if the such Benchmark Unavailability Period is with respect to Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or SOFR, Base Rate Loans and (B) any such request for an RFR Borrowing into a request for a outstanding affected SOFR Loans will be deemed to have been Converted to Daily Simple SOFR Loans or Base Rate BorrowingLoans, as applicable, in each case, (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 the 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. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant given Benchmark, no Revolving Lender that has outstanding a Bid Rate applicable Quote with respect to such Term Benchmark a Bid Rate Loan or RFR Loan, then until such time as a Benchmark Replacement the interest rate on which is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall determined on the last day basis of the Interest Period applicable such Benchmark shall be under any obligation to make such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the applicable Borrower (or the Company on its behalf) may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing borrowing of, conversion to or continuation of Term Benchmark SOFR Loans, CDOR Loans, RFR Loans denominated in the applicable Agreed Currency or, if applicable, Daily Simple SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) the applicable Borrower will be deemed to have converted (A) any such request for a any affected Term Benchmark SOFR Borrowing or, if applicable, Daily Simple SOFR Borrowing into a request for a Borrowing of borrowing of, or conversion to (x) to, an RFR ABR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or and (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowing. During borrowing of, or conversion to or continuation of, any Benchmark Unavailability Period affected CDOR Borrowing or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not RFR Borrowing shall be used in any determination of Base Rateineffective. Furthermore, if any Term Benchmark SOFR Loan, CDOR Loan, RFR Loan or RFR in any Agreed Currency or, if applicable, Daily Simple SOFR Loan is outstanding on the date of the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark SOFR Loan, CDOR Loan, RFR Loan or RFR Daily Simple SOFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 5.5(c2.11(b), (1) in the case of Loans denominated in US Dollars, (x) any Term Benchmark SOFR Loan shall on the last day of the Interest Period applicable thereto convert to such an ABR Loan and (or the next succeeding Business Day if such day is not a Business Day), be converted by the Agent to, and shall constitute, (xy) an RFR Loan so long as the Adjusted any Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day convert to an ABR Loan and (2) in the case of Loans denominated in any Alternative Currency, (x) if such Loan is a CDOR Loan, such Loan shall be converted prepaid in full by the Agent toapplicable Borrower on the last day of the Interest Period applicable thereto and (y) if such Loan is an RFR Loan, and such Loan shall constitute be prepaid in full by the applicable Borrower on the first Business Day following the date of the Company’s receipt of such notice. During a Base Rate Loan.Benchmark Unavailability Period with

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR SOFR Borrowing of, conversion to or continuation of Term Benchmark SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingABR 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 Base Rate ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base RateABR. Furthermore, if any Term Benchmark 2.8 Interest (a) (i) The unpaid principal amount of each ABR Loan or RFR Loan is outstanding on shall bear interest from the date of the Borrower’s receipt Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable ABR Margin plus the ABR, in each case, in effect from time to time; and (ii) the unpaid principal amount of notice each SOFR Loan shall bear interest from the date of the commencement of Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a Benchmark Unavailability Period rate per annum that shall at all times be the Applicable SOFR Margin plus the relevant Adjusted Term SOFR, in each case in effect from time to time. With respect to each interest payment date with respect to the Initial Term Loans from the Closing Date through and including June 30, 2024, the Borrower shall, by delivering a Relevant Rate Cash/PIK Election Notice to the Administrative Agent on or prior to five (5) Business Days prior to each interest payment date (the “Cash Election Date”), elect whether interest payments due on such upcoming interest payment date shall be paid in cash (the “Cash Option”) or paid partially in cash and paid partially in kind and capitalized by adding the amount specified in the definition of Applicable ABR Margin or Applicable SOFR Margin, as applicable, to the outstanding principal amount of such Term Loans (the “Cash/PIK Option”); provided that if the Borrower fails to deliver a Cash/PIK Election Notice by the Cash Election Date, the Borrower shall be deemed to have elected the Cash/PIK Option for the applicable interest payment date. Any capitalized amounts shall thereafter bear interest in accordance with this Section. For the avoidance of doubt, interest on the Initial Term Loans for each interest payment date following June 30, 2024 shall be payable in cash. (b) If all or a portion of (i) the principal amount of any Term Loan or (ii) any interest payable thereon or any other amount hereunder shall not be paid when due (whether at the Stated Maturity, by acceleration or otherwise), and a Specified Default shall have occurred and be continuing, then, upon the giving of written notice by the Administrative Agent to the Borrower (except in the case of an Event of Default under Section 11.5, for which no notice is required), such overdue amount (other than any such amount owed to a Defaulting Lender) shall bear interest at a rate (the “Default Rate”) that is (x) in the case of overdue principal and overdue interest on such principal, the rate that would otherwise be applicable to such principal as if the Borrower had elected the Cash Option plus 2% per annum or (y) in the case of any other amounts due hereunder, to the extent permitted by Applicable Law, the rate described in Section 2.8(a) for ABR Loans as if the Borrower had elected the Cash Option plus 2% per annum from the date of such written notice to the date on which such amount is paid in full (after as well as before judgment) (or if an 93 Event of Default under Section 11.5 shall have occurred and be continuing, from the date of the occurrence of such Event of Default). (c) Interest on each Term Benchmark Loan or RFR shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable in Dollars; provided that any Term Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, interest shall be payable (i) in respect of each ABR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)quarterly in arrears on the last Business Day of each March, June, September and December, (1ii) any Term Benchmark Loan shall in respect of each SOFR Loan, on the last day of the each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each Business Day occurring at three- month intervals after the first day of such Interest Period, and (iii) in respect of each Term Loan, (A) on any prepayment; provided that interest on ABR Loans shall only become due pursuant to this clause (A) if the aggregate principal amount of the ABR Loans then-outstanding is repaid in full, (B) at maturity (whether by acceleration or otherwise) and (C) after such maturity, on demand. (d) All computations of interest hereunder shall be made in accordance with Section 5.5. (e) Notwithstanding anything to the contrary set forth in this Agreement, if at the end of any accrual period (as defined in Section 1272(a)(5) of the Code) ending after the fifth (5th) anniversary of the Closing Date, the aggregate amount of accrued but unpaid original issue discount and interest (as determined pursuant to the Code) which would be includible in gross income with respect to such Term Loan for periods before the close of any accrual period (or as defined in Section 1272(a)(5) of the next succeeding Business Day if Code) ending after the fifth (5th) anniversary of the date on which such day is not a Business Day), Term Loan was issued exceeds the sum of (i) the aggregate amount of interest to be converted by paid under the Agent to, Term Loan before the close of such accrual period and shall constitute, (ii) the product of (x) an RFR Loan so long the issue price (as defined in Sections 1273(b) and 1274(a) of the Adjusted Daily Simple SOFR is not Code and the subject of a Benchmark Transition Event or regulations promulgated thereunder) and (y) a Base Rate Loan the yield to maturity (interpreted in accordance with Section 163(i) of the Code (the “Maximum Amount”)), then interest for such accrual period shall not be deferred and all accrued but unpaid interest and original issue discount (as determined pursuant to the Code) as of the end of such accrual period shall be paid in an amount (which amount, if any, shall, notwithstanding anything in this Agreement to the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Eventcontrary, on such day be calculated and (2) any RFR Loan shall on and from such day be converted determined by the Borrower) not less than the amount required to reduce the accrued but unpaid original issue discount at the end of such period to an amount less than the Maximum Amount (the “AHYDO Interest Payment”). No partial prepayment of the Term Loans pursuant to any other provision of this Agreement or the other Credit Documents shall alter the obligation of the Borrower to make payments provided for in this Section. For the avoidance of doubt and notwithstanding anything to the contrary herein, this Section shall be construed so as to require payments to be made in cash and at such times and in such amounts (which amounts, if any, shall be calculated and determined by the Borrower) so as to cause the Term Loans to not be treated as having “significant original issue discount” within the meaning of Section 163(i)(2) pursuant to the Code. If an AHYDO Interest Payment is required, the Borrower shall provide to the Administrative Agent toprior written notice of the amount and date of payment of such AHYDO Interest Payment, and shall constitute a Base Rate Loan.not later than 12:00 p.m., five (5) Business Days in advance thereof. 94 2.9

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 a Term EurodollarTerm Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term EurodollarTerm Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (xABR Loans(A) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yB) a Base Rate an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 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 Alternate Base Rate. Furthermore, if any Term EurodollarTerm Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to such Eurodollarto a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)2.14, (1then(1) any Term Benchmark Loan shall 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 converted by the Administrative Agent to, and shall constitute, (x) an RFR ABR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.such

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 (i) a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued or (ii) an RFR Borrowing or conversion to RFR Loans, during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing or RFR Borrowing, as applicable, into a request for a Borrowing of or conversion to (xA) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yB) a Base Rate an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base RateABR. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)‎Section 2.14, (1) any Term Benchmark Loan shall 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)Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate an ABR Loan.

Benchmark Unavailability Period. Upon the BorrowerSeller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Seller may revoke any request for a Term Benchmark Borrowing or RFR Borrowing ofInvestment Request for, conversion to or continuation of Term Benchmark Loans Capital to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower Seller will be deemed to have converted (A) any such request for a Term Benchmark Borrowing Investment Request into a request for a Borrowing an Investment of Capital or conversion to Capital accruing yield at: (xi) an RFR Borrowing so long as the Adjusted Daily Simple SOFR if Adjusted SMIR is not the subject of a Benchmark Transition Event Unavailability Period, or (yii) a the Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingUnavailability Period. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan Capital is outstanding on the date of the BorrowerSeller’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR LoanPeriod, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)5.06, (1) any Term Benchmark Loan shall Capital shall, on the last day of the Interest Yield Period 752432205 19618061 EXHIBIT 99.2 applicable to such Loan Capital (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, Capital accruing yield at (xi) an RFR Loan so long as the Adjusted Daily Simple SOFR if Adjusted SMIR is not the subject of a Benchmark Transition Event Unavailability Period, or (yii) a the Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate LoanUnavailability Period.

Benchmark Unavailability Period. Upon the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, with respect to a given Benchmark, (i) the Borrower Borrowers may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term EurocurrencyTerm Benchmark Loans Rate Advances to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (iA) for each Eurocurrency Rate Advance denominatedin the case of any request for any affected Borrowing in US Dollars, if applicable, the Borrowersapplicable Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingBorrowing of or conversion to Base Rate Advances and (ii) for each Eurocurrency Rate Advance denominated in any Committed Currency, the Borrowersin the amount specified therein and (B) in the case of any request for any affected Borrowing in a Term Benchmark Committed Currency (other than US Dollars), if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term Benchmark Rate Advances denominated in US Dollars, if applicable, will be deemed to have requested a Borrowing of or conversion tobeen converted into Base Rate Advances immediately and (B) any outstanding affected Term Benchmark Rate Advances denominated in a Term Benchmark Committed Currency (other than US Dollars), at the applicable Borrower’s election, shall either (I) be converted into Base Rate Advances denominated in US Dollars (in an amount equal to the Equivalent thereof in US Dollars. During any of such Committed Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided that, with respect to any affected Term Benchmark Rate Advances, 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 Term Benchmark 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 2.18. During 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 the Base Rate or Canadian Prime Rate, as applicable, 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. Furthermore, if any Term Benchmark Loan or RFR Loan Eurocurrency Rate Advance in any Agreed Currency is outstanding on the date of the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR LoanEurocurrency Rate Advance, then until (i) if such time as a Benchmark Replacement Eurocurrency Rate Advance is implemented pursuant to this Section 5.5(c)denominated in US Dollars, (1) any Term Benchmark Loan shall then on the last day of the Interest Period applicable to such Loan 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, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.Rate

Benchmark Unavailability Period. Upon the Borrower’s 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 Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (A) in the case of any request for any affected Borrowing in US Dollars, if applicable, the applicable Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a ABR Borrowing of or conversion to ABR Borrowings in the amount specified therein and (xB) in the case of any request for any affected Borrowing in an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term Benchmark Transition Event or (y) a Base Rate Borrowing Loan denominated in US Dollars, if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or applicable, will be deemed to have been converted into ABR Loans immediately and (B) any outstanding affected Term Benchmark Loan denominated in an Alternative Currency, at the applicable Borrower’s election, shall either (I) be converted into ABR Loans denominated in US Dollars (in an amount equal to the equivalent in US Dollars of such request Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided that, with respect to any affected Term Benchmark 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 such Borrower of such notice and (y) the last day of the current Interest Period for an RFR Borrowing into a request for a Base Rate Borrowingthe applicable Term Benchmark Loan, 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 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 Base Rate ABR or Canadian Prime Rate, as applicable, 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 ABR or Canadian Prime Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loanapplicable.

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 a Term Benchmark Borrowing SOFR Loan or RFR Borrowing ofa Daily Simple SOFR Loan, conversion Conversion to or continuation of Term Benchmark SOFR Loans or Daily Simple SOFR Loans to be made, converted Converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for (A) a Borrowing of, Conversion to or continuation of a Term Benchmark Borrowing SOFR Loan into a request for a Borrowing of or conversion Conversion to (x) an RFR Borrowing Daily Simple SOFR Loans so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing ABR Loans if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or and (B) any such request for an RFR a Borrowing of, or Conversion to, Daily Simple SOFR Loans into a request for a Base Rate BorrowingBorrowing of ABR Loans. Furthermore, if any Term SOFR Loan or Daily Simple SOFR Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to the relevant rate applicable to such Term Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 2.07(b), (1) a Term SOFR Loan shall on the last day of the Interest Period applicable to such Term Loan (or the next succeeding Business Day if such day is not a Business Day), Convert to, and shall constitute, (x) a Daily Simple SOFR Loan so long as Daily Simple SOFR is not the subject of a Benchmark Transition Event on such day or (y) an ABR Loan if Daily Simple SOFR is the subject of a Benchmark Transition Event on such day and (2) any Daily Simple SOFR Loan shall on such day Convert to, and shall constitute, an ABR Loan. 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 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 Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the BorrowerParent Bxxxxxxx’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Parent Borrower may revoke any request for a an Adjusted Term Benchmark Borrowing or RFR SOFR Rate Borrowing of, conversion to or continuation of Adjusted Term Benchmark SOFR Rate Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Parent Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingABR 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 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 the Alternate Base Rate. Furthermore, if any Adjusted Term Benchmark Loan or RFR Loan SOFR Rate Borrowing is outstanding on the date of the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Adjusted Term Benchmark Loan or RFR LoanSOFR Rate Borrowing, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)‎Section 1.11, (1A) any Adjusted Term Benchmark Loan SOFR Rate Borrowing shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate an ABR Loan.

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 a Term Benchmark Borrowing or RFR Eurocurrency Borrowing of, conversion to or continuation of Term Benchmark Eurocurrency Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (x) solely in the case of any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans to be made in Dollars, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or ABR Loans, (y) a Base Rate Borrowing if in the Adjusted Daily Simple SOFR is the subject case of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Eurocurrency Borrowing of or conversion to Eurocurrency Loans to be made in any Foreign Currency based on the LIBO Rate, such request will be deemed to be ineffective and (z) in the case of any request for a continuation of Eurocurrency Loans to be made in any Foreign Currency based on the LIBO Rate, such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available TenorPeriod, the component of Base Rate ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, LIBO Rate will not be used in any determination of Base RateABR.of Tenor of Benchmark. Furthermore, if At any Term Benchmark Loan or RFR Loan is outstanding on time (including in connection with the date of the Borrower’s receipt of notice of the commencement implementation of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(cReplacement), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as if the then-current Benchmark is a term rate (including Term SOFR, the Adjusted Daily Simple SOFR LIBO Rate, EURIBO Screen Rate, AUD Bank Xxxx Reference Rate, CDOR Rate or NZD Rate) then the Administrative Agent may remove any tenor of such Benchmark that is not the subject of a unavailable or non-representative for Benchmark Transition Event or (including Benchmark Replacement) settings and (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Administrative Agent may reinstate any such previously removed tenor for Benchmark Transition Event, on such day and (2including Benchmark Replacement) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loansettings.

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 a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing denominated in Dollars into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event ABR Loans or (y) a Base Rate any Term Benchmark Borrowing if denominated in the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingOptional Currency shall be ineffective. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base RateABR. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR LoanPeriod, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 5.5(c), ‎Section 2.11 (1i) any if such Term Benchmark Loan shall 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 converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, (xii) an RFR if such Term Benchmark Loan so long as is denominated in the Adjusted Daily Simple SOFR Optional Currency, then such Loan shall, 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) bear interest at the subject of a Benchmark Transition Event or (y) a Base Central Bank Rate Loan plus the Applicable Margin; provided that, if the Adjusted Daily Simple SOFR is Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the subject of a Central Bank Rate for the Optional Currency cannot be determined, any outstanding affected Term Benchmark Transition EventLoans denominated in the Optional Currency shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day and or (2B) any RFR solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in the Optional Currency shall on and from such day be converted by the Agent to, deemed to be a Term Benchmark Loan denominated in Dollars and shall constitute a Base Rate Loanaccrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term EurocurrencyTerm Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term EurocurrencyTerm Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent 742026061 21680120750959138 21680120 determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a request for a DollarTerm Benchmark Borrowing, at the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to an ABR Loan, and (xii) in the case of a request for a Eurocurrency Borrowing other than in Dollars or a RFR Borrowing, the Eurocurrency Rate for such Eurocurrency Borrowing or Daily Simple RFR for such RFR Borrowing shall be a rate quoted as being representative of the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing or RFRend of the applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing so long as or, in the Adjusted Daily Simple SOFR is not the subject case of a Term Benchmark Transition Event Borrowing, at the end of the applicable Interest Period, or (y3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Base Rate Borrowing Term Benchmark Borrowing, asat the end of the applicable (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor. During anyInterest Period, and (iv) if the Adjusted Daily Simple SOFR affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the subject of a Benchmark Transition Event or Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) 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; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such request Borrowing shall 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, (2) 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 (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for an RFR Borrowing into a request for a Base Rate Borrowingthe applicable Term Benchmark Loan, if earlier, the Borrower shall be deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) 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 the Alternate Base Rate based upon the then-current 742026061 21680120750959138 21680120 Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s 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 Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Rate Advances to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (A) in the case of any request for any affected Borrowing in US Dollars, if applicable, the applicable Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingBorrowing or conversion to Base Rate Advances in the amount specified therein and (B) in the case of any request for any affected Borrowing in a Term Benchmark Committed Currency (other than US Dollars), if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term Benchmark Rate Advances denominated in US Dollars, if applicable, will be deemed to have been converted into Base Rate Advances immediately and (B) any outstanding affected Term Benchmark Rate Advances denominated in a Term Benchmark Committed Currency (other than US Dollars), at the applicable Borrower’s election, shall either (I) be converted into Base Rate Advances denominated in US Dollars (in an amount equal to the Equivalent in US Dollars of such Committed Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided that, with respect to any affected Term Benchmark Rate Advances, 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 Term Benchmark 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 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 Base Rate or Canadian Prime Rate, as applicable, 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 or Canadian Prime Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loanapplicable.

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 a Term Benchmark Borrowing SOFR Loan or RFR Borrowing ofa Daily Simple SOFR Loan, conversion to or continuation of Term Benchmark SOFR Loans or Daily Simple SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for (A) a Borrowing of, conversion to or continuation of a Term Benchmark Borrowing SOFR Loan into a request for a Borrowing of or conversion to (x) an RFR Borrowing Daily Simple SOFR Loans so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing ABR Loans if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or and (B) any such request for an RFR a Borrowing of, or conversion to, Daily Simple SOFR Loans into a request for a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component Borrowing of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base RateABR Loans. Furthermore, if any Term Benchmark SOFR Loan or RFR Daily Simple SOFR 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 Relevant Rate the relevant rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c2.07(d), (1) any a Term Benchmark SOFR Loan shall 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), be converted by the Agent convert to, and shall constitute, (x) an RFR a Daily Simple SOFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event on such day or (y) a Base Rate an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, Event on such day and (2) any RFR Daily Simple SOFR Loan shall on and from such day be converted by the Agent convert to, and shall constitute constitute, an ABR Loan. 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 Alternate Base Rate Loanbased upon the then-current Benchmark 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, the Borrower may revoke any pending request for a Term Benchmark Borrowing Loan or RFR Borrowing Loan of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either the Borrower will be deemed to have converted (A) any such request for (1) a Term Benchmark Borrowing Loan denominated in Dollars into a request for a Borrowing Loan of or conversion to (xA) an a RFR Borrowing Loan denominated in Dollars so long as the Adjusted Daily Simple SOFR RFR for Loans denominated in Dollars is not the subject of a Benchmark Transition Event or (yB) a Base Rate Borrowing Loan if the Adjusted Daily Simple SOFR RFR for Dollar borrowings is the subject of a Benchmark Transition Event or (B2) any such request for Term Benchmark Loan or RFR Loan denominated, in each case, in an RFR Borrowing into a request for a Base Rate BorrowingAlternative Currency shall be ineffective. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 5.5(c)4.16, (A) for Loans denominated in Dollars (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an a RFR Loan borrowing denominated in Dollars so long as the Adjusted Daily Simple SOFR RFR for Loans denominated in Dollars is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR RFR for Loans denominated in Dollars is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate LoanLoan and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan shall, 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), be converted into a Base Rate Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) and (2) any RFR Loan shall on the next succeeding Business Day be converted into a Base Rate Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency).

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, any portion of the Aggregate Loan Amount of any Lender that would otherwise be funded or maintained based on USD LIBOR, shall instead be funded or maintained based on the Alternate Base Rate. the Borrower may revoke any request for a Term Benchmark Borrowing or RFR Borrowing ofRequest for, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing Request into a request for a Borrowing Loan of or conversion to (x) an RFR Borrowing so long as Loan bearing interest at the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Alternate Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loanthe Adjusted SMIR, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)4.6, (1) any Term Benchmark Loan shall 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), be converted by the Administrative Agent to, and shall constitute, (x) an RFR a Loan so long as bearing interest at the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Alternate Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.Rate. ​

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, or (3) 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 (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) 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; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall 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, (2) 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 (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower will by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of 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 converted elected clause (Aiii)(B)(1) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yiv)(B)(1) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowingabove, 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.77

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR SOFR Borrowing of, conversion to or continuation of Term Benchmark SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as ABR Loans. adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the Adjusted Daily Simple SOFR LIBO Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or the subject supervisor for the administrator of the LIBO Rate or a Benchmark Transition Event Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBO Rate shall no longer be made available, or used for determining the interest rate of loans (ysuch specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, (i) a Base Rate Borrowing the Administrative Agent shall provide notice to the Company of the occurrence of such determination and (ii) the Administrative Agent and the Company may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by the Adjusted Daily Simple SOFR is syndicated loan market in the subject United States in lieu of a Benchmark Transition Event or LIBOR (B) any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything to the contrary in Section 9.02, any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent notice that such Required Lenders do not accept such amendment. No LIBOR Successor Rate pursuant to this Section 2.19 shall occur prior to the Scheduled Unavailability Date unless consented to by the Company. If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist, the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended (to the extent of the affected LIBOR Loans or Interest Periods). Upon receipt of such notice, the Company may revoke any pending request for an RFR a LIBOR Borrowing of, conversion to or continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component Borrowing of Base Rate based upon Loans in the thenamount specified therein. 48 Xxxxxxx-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.Xxxxxxxx Company | Credit Agreement

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark for USD, (i) the Borrower may revoke any request for a Term Benchmark Borrowing or RFR Borrowing Eurocurrency Rate Advance of, conversion conversionBorrowing of, Conversion to or continuation of Term Benchmark Loans SOFR Advances or Eurocurrency Rate Advances, in each case, to be made, converted convertedConverted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (A) in the case of any request for any 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 (A) convertedConverted any such request for a Term Benchmark Borrowing into a request for a Borrowing an Advance of or conversion conversionConversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingAdvances. During any Benchmark Unavailability Period or 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 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 request for any affected Eurocurrency Rate Advance, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Advances, if applicable, will be deemed to have been Converted into 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 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 outstanding affected Eurocurrency Rate Advances, at the Borrower’s election, shall (I) be Converted into Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency), at the end of the applicable Interest Period, (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 (IV) be prepaid in full immediately or at the end of the applicable Interest Period; 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 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 (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 8.04(c). During 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 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 Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of notice of Upon the commencement and during the continuation of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loanfor any currency other than USD, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall on the last day obligation of the Lenders to make Advances referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected Advances or Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), Periods) and any then-outstanding Advances so affected shall automatically be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) into a Base Rate Loan if Advance denominated in USD, calculated using the Adjusted Daily Simple SOFR is Dollar Equivalent as of the subject commencement of a such Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate LoanUnavailability Period.

Benchmark Unavailability Period. Upon the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Parent Borrower may revoke any request for a an Adjusted Term Benchmark Borrowing or RFR SOFR Rate Borrowing of, conversion to or continuation of Adjusted Term Benchmark Loans SOFR Rate BorrowingsLoans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Parent Borrower will be deemed to have converted (A) any such request for a (1) an Adjusted Term Benchmark SOFR Rate Borrowing denominated into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingABR BorrowingLoans. 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 ABRthe 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. Furthermore, if any Adjusted Term Benchmark Loan or RFR Loan SOFR Rate Borrowing is outstanding on the date of the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Adjusted Term Benchmark Loan or RFR LoanSOFR Rate Borrowing, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)1.11, (1A) any Adjusted Term Benchmark Loan SOFR Rate Borrowing shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute an ABR Loan. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Adjusted Term SOFR Rate, Daily Simple SOFR, any alternative, successor or replacement rate thereto, or any relevant adjustments thereto, in each case, in a Base Rate Loanmanner adverse to the Borrower, the Revolving Lenders or any other party to any Loan Document. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Adjusted Term SOFR Rate, Daily Simple SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement and the other Loan Documents, and shall have no liability to the Borrower, any Revolving Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Company may revoke any request for or conversion to a Term Benchmark Borrowing Advance or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Daily Simple SOFR Advance to be made, made or converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower Company will be deemed to have converted any request for, or request for conversion to, a Term Benchmark Advance into a request for, or conversion to, (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing Daily Simple SOFR Advance so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yB) a Base Rate Borrowing Advance if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 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 the Base Rate. Furthermore, if any Daily Simple SOFR Advance or any Term Benchmark Loan or RFR Loan Advance is outstanding on the date of the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate Benchmark applicable to such Term Benchmark Loan Advance or RFR LoanDaily Simple SOFR Advance, then until such time as a Benchmark Replacement for such currency is implemented pursuant to this Section 5.5(c3.01(h), (1) any Term Benchmark Loan Advance shall on the last day of the Interest Calculation Period applicable to such Loan Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan a Daily Simple SOFR Advance so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan Advance if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall Daily Simple SOFR Advance shall, on and from such day day, be converted by the Administrative Agent to, and shall constitute constitute, a Base Rate LoanAdvance.

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 a Term EurocurrencyTerm Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term EurocurrencyTerm Benchmark Loans to be made, converted or continued continued, during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing ABR LoansBorrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base RateABR. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant the Adjusted Term SOFR Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)2.14, (1) any Term Benchmark Loan shall 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)Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.day. Section 2.15

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the Borrower will conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be deemed ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to have converted an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any such request for Borrowing Request that requests a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Adjusted Daily Simple SOFR is not Central Bank Rate for the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing applicable Agreed Foreign Currency; provided, that if the Adjusted Daily Simple SOFR is Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the subject of a Benchmark Transition Event or Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such request for Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) immediately in the case of an RFR Borrowing or, in the case of a request for Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Base Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate Borrowing. During any Benchmark Unavailability Period or at any time equal to the Canadian Prime Rate; provided, that a tenor for if the then-current Benchmark is not an Available Tenor, Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the component of Base Canadian Prime Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will cannot be used in determined, such Borrowing Request shall be ineffective, and (B) any determination of Base Rate. Furthermore, if any outstanding Term Benchmark Loan or RFR Loan is outstanding on the date of Borrowing in Canadian Dollars, at the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loanelection, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), shall either (1) any be converted to a Term Benchmark Loan shall on Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the last day Canadian Prime Rate at the end of the applicable Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day)Period; provided that, be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and Administrative Agent determines (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.which

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 a Term Benchmark Borrowing or RFR Borrowing Eurocurrency Advance of, conversion to or continuation of Term Benchmark Eurocurrency Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing Eurocurrency Advance denominated in Dollars into a request for a Borrowing an Advance of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event Floating Rate Loans or (y) any request relating to a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of Eurocurrency Advance denominated in a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingForeign Currency shall be ineffective. 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Eurocurrency Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Eurocurrency Rate applicable to such Term Benchmark Loan or RFR Eurocurrency Loan, then until (i) if such time as a Benchmark Replacement Eurocurrency Loan is implemented pursuant to this Section 5.5(c)denominated in Dollars, (1) any Term Benchmark Loan shall 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 converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Floating Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, denominated in Dollars on such day and or (2ii) if such Eurocurrency Loan is denominated in any RFR Foreign Currency, then such Loan shall shall, on and from 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), at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, a Floating Rate Loan denominated in Dollars (in an amount equal to the Dollar Amount of such Agreed Currency) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, local time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into a Floating Rate Loan denominated in Dollars), and, in the case of such subclause (B), upon any subsequent implementation of a Benchmark Replacement in respect of such Agreed Currency pursuant to this Section 3.3.2, such Floating Rate Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute constitute, a Base Rate LoanEurocurrency Loan denominated in such original Agreed Currency (in an amount equal to the Equivalent Amount of such Agreed Currency) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Agreed Currency.

Benchmark Unavailability Period. Upon the BorrowerBorrower Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Agent may revoke any request for a Term Benchmark Borrowing or RFR Borrowing ofLoan bearing interest based on the Eurocurrency Rate, conversion to or continuation of Term Benchmark Loans bearing interest based on the Eurocurrency Rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) (A) in the Borrower case of any request for a Eurocurrency Rate Borrowing in Dollars, the Borrowers will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of Loan or conversion to (x) an RFR Borrowing so long as Loans bearing interest under the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Option and (B) in the case of any request for a Eurocurrency Rate Borrowing if in 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 Loans bearing interest under the Adjusted Daily Simple SOFR is Base Rate Option at the subject end of a Benchmark Transition Event or the applicable Interest Period and (B) any such request for outstanding affected Eurocurrency Rate Loans denominated in an RFR Borrowing Optional Currency, at the Borrowers’ election, shall either (1) be converted into a request for a Loans bearing interest under the Base Rate BorrowingOption denominated in Dollars (in an amount equal to the Dollar Equivalent of such Optional Currency) at the end of the applicable Interest Period or (2) be prepaid at the end of the applicable Interest Period in full; provided that if no election is made by the Borrower Agent by the earlier of (x) the date that is three Business Days after receipt by the Borrower Agent 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. 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 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 the Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the BorrowerParent Xxxxxxxx’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Borrowers may revoke any request for a Term EurocurrencyTerm Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term EurocurrencyTerm Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower Borrowers will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (xBase Rate Loans(i) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yii) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any 4879-0244-9248v.775 US 9692390v.1 CHA715/20025 ​ determination of the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Parent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)2.16, (1A) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x1) an RFR Loan Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y2) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2B) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute constitute, a Base Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to a Syndicated ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) 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; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated 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, (2) be converted into a Syndicated 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 (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower will by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of 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 converted elected clause (Aiii)(B)(1) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowingabove. 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

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 a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowing. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR 245 246 Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, or (3) 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 (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) 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; provided that, if the Administrative Agent 763013574 21680120763013574.7 determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall 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, (2) 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 (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower will by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of 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 converted elected clause (Aiii)(B)(1) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yiv)(B)(1) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowingabove, 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the BorrowerCompany’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 Benchmark Borrowing or RFR SOFR Borrowing of, conversion to or continuation of Term Benchmark Loans SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of 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, (A) in the Borrower case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a an ABR Borrowing of or conversion to ABR Loans in the amount specified therein and (xB) an RFR Borrowing so long as in the Adjusted Daily Simple case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR is not Loans, if applicable, will be deemed to have been converted into ABR Loans at the subject end of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or applicable Interest Period and (B) any outstanding affected Eurocurrency 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 request Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; 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 Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for an RFR Borrowing into a request for a Base the applicable Eurocurrency Rate BorrowingLoan, 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 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 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. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

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 a Term EurodollarTerm Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term EurodollarTerm Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (xABR Loans(A) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yB) a Base Rate an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base RateABR. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)‎Section 2.14, (1) any Term Benchmark Loan shall 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)Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate an ABR Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate an ABR Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark or Adjusted Term SOFR Borrowing, (i) the Borrower may revoke any pending request for a an Adjusted Term Benchmark Borrowing or RFR SOFR Borrowing of, conversion to or continuation of Adjusted Term Benchmark Loans SOFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, in the case of any request for any affected Adjusted Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a an ABR Borrowing of or conversion to ABR Loans in the amount specified therein, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (Bii) any outstanding affected Adjusted Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such request for an RFR Borrowing into a request for a Base Rate Borrowingprepayment 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 the Alternate Base Rate based upon the then-current Facility 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. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on 101 Capitalized terms used in the date of foregoing Section 2.14(c) but not otherwise defined herein shall have the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.following meanings:

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 a Term Benchmark Borrowing or RFR Eurocurrency Borrowing of, conversion to or continuation of Term Eurocurrency Loans based on the applicable Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (x) the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Eurocurrency Borrowing denominated in Dollars into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or ABR Loans, (y) any request by the Borrower for a Base Rate Eurocurrency Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event in an Agreed Foreign Currency (other than Canadian Dollars) shall be ineffective or (Bz) any such request for an RFR Borrowing into a request by the Borrower for a Base Rate BorrowingEurocurrency Borrowing denominated in Canadian Dollars shall be converted to a Eurocurrency Borrowing at the Canadian Prime Rate. 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Eurocurrency Loan or RFR Loan in any Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Eurocurrency Rate applicable to such Term Benchmark Loan or RFR Eurocurrency Loan, (a) if such Eurocurrency Loan is denominated in Dollars, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, such Loan (or the next succeeding Business Day if such day is not a Business Day), shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such date, (xb) an RFR if such Eurocurrency Loan so long as is denominated in any Agreed Foreign Currency (other than Canadian Dollars), then such Loan shall, on the Adjusted Daily Simple SOFR is not last day of the subject of a Benchmark Transition Event or Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (y1) a Base Rate Loan if be prepaid by the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, Borrower on such day and or (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and (subject to the remainder of this subclause (2)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, Local Time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in Dollars) and, in the case of this subclause (2), upon any subsequent implementation of a Benchmark Replacement in respect of such Agreed Foreign Currency pursuant to this Section 2.12(d) and with the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute constitute, a Base Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Foreign Currency or (iii) if such Eurocurrency Loan is denominated in Canadian Dollars, then such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (1) be prepaid by the Borrower on such day or (2) be converted by the Administrative Agent to a Eurocurrency Loan where the Eurocurrency Rate Loanshall be equal to the Canadian Prime 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 a Term Benchmark Borrowing or RFR Borrowing ofLoan bearing interest based on USD LIBOR the LIBO Rate, conversion to or continuation of Term Benchmark Loans bearing interest based on USD LIBORthe LIBO Rate 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 Borrowing in Dollars, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing Loan of or conversion to Loans bearing interest under the Base Rate Option. and (xB) an RFR in the case of any request for a Eurocurrency Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or Swingline Loan in an Optional Currency, then such request shall be ineffective and (yii) a (A) any outstanding affected Eurocurrency Loans denominated in Dollars will be deemed to have been converted into Loans bearing interest under the Base Rate Borrowing if Option at the Adjusted Daily Simple SOFR is end of the subject of a Benchmark Transition Event or applicable Interest Period and (B) any such request for outstanding affected Eurocurrency Swingline Loans denominated in an RFR Borrowing Optional Currency, at the Borrower’s election, shall either (1) be converted into a request for a Loans bearing interest under the Base Rate BorrowingOption denominated in Dollars (in an amount equal to the Dollar Equivalent of such Optional Currency) at the end of the applicable Interest Period or (2) be prepaid at the end of the applicable Interest Period in full; provided that 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 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period, the a Borrower may revoke any request for a Term Benchmark Borrowing Loan bearing interest based on the Eurocurrency Rate or RFR Borrowing ofDaily Simple SOFR, as applicable, or conversion to or continuation of Term Benchmark Loans bearing interest based on the Eurocurrency Rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) (1) in the case of any request for a Eurocurrency Borrowing in Dollars or any Swingline Loan, the applicable Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of Loan or conversion to Loans bearing interest under the Alternate Base Rate and (2) in the case of any request for a Eurocurrency Borrowing in a Foreign Currency, then such request shall be ineffective and (B)(1) any outstanding affected Eurocurrency Borrowings or Swingline Loans denominated in Dollars will be deemed to have been converted into Loans bearing interest under the Alternate Base Rate at the end of the applicable Interest Period and (2) any outstanding affected Eurocurrency Borrowings denominated in a Foreign Currency, at the Borrower’s election, shall either (I) be converted into Loans bearing interest under the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) at the end of the applicable Interest Period or (II) be prepaid at the end of the applicable Interest Period in full; provided that if no election is made by the applicable Borrower by the earlier of (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR date that is not three Business Days after receipt by the subject Company of a Benchmark Transition Event or such notice and (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is last day of the subject of a Benchmark Transition Event or current Interest Period for the applicable Eurocurrency Borrowing, such Borrower shall be deemed to have elected clause (BI) any such request for an RFR Borrowing into a request for a Base Rate Borrowingabove. 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

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 a Term Benchmark Borrowing or RFR Borrowing Eurodollar-based Advance of, conversion to or continuation of Term Benchmark Loans Eurodollar-based Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingAdvances. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermorethe Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, if any Term Benchmark Loan or RFR Loan is outstanding on the date obligation of the Borrower’s Lenders to make or grant a continuation of Eurodollar- based Advances shall be suspended until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist. Upon receipt of notice of such notice, the commencement Borrower may revoke any pending request for a borrowing of, conversion to or continuation of a Benchmark Unavailability Period with respect Eurodollar-based Advance or, failing that, will be deemed to have converted such request into a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) request for a Base Rate Loan Advance in the amount specified therein. Notwithstanding the foregoing, if the Adjusted Daily Simple SOFR is Administrative Agent (i) determines that the subject circumstances described in clause (a) of this Section 11.3 have arisen and such circumstances are unlikely to be temporary, (ii) determines that the circumstances described in clause (a) of this Section 11.3 have not arisen but the supervisor for the administrator of the LIBOR Rate or a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.Governmental Authority having jurisdiction over the

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for (i) a Term Benchmark Borrowing of SOFR Rate Loans or RFR Borrowing of, conversion to or continuation of Term Benchmark SOFR Rate Loans to be made, converted or continued or (ii) solely if applicable following a Benchmark Replacement or otherwise pursuant to this Section 2.20, a Borrowing of RFR Loans or conversion to RFR Loans, during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing of SOFR Rate Loans into a request for a Borrowing of or conversion to (xA) an RFR Borrowing Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yB) a Borrowing of Base Rate Borrowing Loans if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark SOFR Rate Loan or (or, solely if applicable pursuant to this Section 2.20, RFR Loan 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 Relevant Rate applicable to such Term Benchmark SOFR Rate Loan (or RFR Loan), then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c)2.20, (1) any Term Benchmark SOFR Rate Loan shall 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)Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) solely if applicable following a Benchmark Replacement or otherwise pursuant to this Section 2.20, any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability PeriodPeriod with respect to a given Benchmark, the appliable Borrower (or the Company on its behalf) may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans denominated in the applicable Agreed Currency, in each case, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) the appliable Borrower will be deemed to have converted (A) any such request for a any affected Term Benchmark Borrowing or RFR Borrowing denominated in US Dollars into a request for a Borrowing of borrowing of, or conversion to (x) to, an RFR ABR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or and (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowing. During borrowing of, or conversion to or continuation of, any affected Term Benchmark Unavailability Period Borrowing or at any time that a tenor for the then-current Benchmark is not RFR Borrowing denominated in an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not Alternative Currency shall be used in any determination of Base Rateineffective. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 5.5(c2.11(b), (1) in the case of Loans denominated in US Dollars, (x) any Term Benchmark Loan shall on the last day of the Interest Period applicable thereto convert to such an ABR Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day convert to an ABR Loan and (2) in the case of Loans denominated in any Alternative Currency, (x) if such Loan is a Term Benchmark Loan, such Loan shall be converted prepaid in full by the Agent toapplicable Borrower on the last day of the Interest Period applicable thereto and (y) if such Loan is an RFR Loan, and such Loan shall constitute be prepaid in full by the applicable Borrower on the first Business Day following the date of the Company’s receipt of such notice. During a 66 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 Loanbased 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 BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Company may revoke any request for or conversion to a Term Benchmark Borrowing Advance or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Daily Simple SOFR Advance to be made, made or converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower Company will be deemed to have converted any request for, or request for conversion to, a Term Benchmark Advance into a request for, or conversion to, (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing Daily Simple SOFR Advance so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yB) a Base Rate Borrowing Advance if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingEvent. 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 the Base Rate based upon the then-then- current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate. Furthermore, if any Daily Simple SOFR Advance or any Term Benchmark Loan or RFR Loan Advance is outstanding on the date of the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate Benchmark applicable to such Term Benchmark Loan Advance or RFR LoanDaily Simple SOFR Advance, then until such time as a Benchmark Replacement for such currency is implemented pursuant to this Section 5.5(c3.01(h), (1) any Term Benchmark Loan Advance shall on the last day of the Interest Calculation Period applicable to such Loan Advance (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan a Daily Simple SOFR Advance so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan Advance if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall Daily Simple SOFR Advance shall, on and from such day day, be converted by the Administrative Agent to, and shall constitute constitute, a Base Rate LoanAdvance.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period, the a Borrower may revoke any request for a Term Benchmark Borrowing Loan bearing interest based on the Eurocurrency Rate or RFR Borrowing ofDaily Simple SOFR, as applicable, or conversion to or continuation of Term Benchmark Loans bearing interest based on the Eurocurrency Rate to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) (1) in the case of any request for a Eurocurrency Borrowing in Dollars or any Swingline Loan, the applicable Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of Loan or conversion to Loans bearing interest under the Alternate Base Rate and (2) in the case of any request for a Eurocurrency Borrowing in a Foreign Currency, then such request shall be ineffective and (B)(1) any outstanding affected Eurocurrency Borrowings or Swingline Loans denominated in Dollars will be deemed to have been converted into Loans bearing interest under the Alternate Base Rate at the end of the applicable Interest Period and (2) any outstanding affected Eurocurrency Borrowings denominated in a Foreign Currency, at the Borrower’s election, shall either (I) be converted into Loans bearing interest under the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) at the end of the applicable Interest Period or (II) be prepaid at the end of the applicable Interest Period in full; provided that if no election is made by the applicable Borrower by the earlier of (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR date that is not three Business Days after receipt by the subject Company of a Benchmark Transition Event or such notice and (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is last day of the subject of a Benchmark Transition Event or current Interest Period for the applicable Eurocurrency Borrowing, such Borrower shall be deemed to have elected clause (BI) any such request for an RFR Borrowing into a request for a Base Rate Borrowingabove. 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 the Alternate Base Rate based 58 upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, Lead Borrower then, in either such case, the Administrative Agent will promptly so notify Lead Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Lead Borrower, any obligation of the Lenders to make or maintain BSBY Loans, and any right of Borrowers to continue BSBY Loans or to convert ABR Loans to BSBY Loans shall be suspended (to the extent of the affected Interest Periods) until Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice (it being understood that Administrative Agent shall promptly revoke such notice at such time as it reasonably determines that the circumstances underlying such notice cease to exist or, in the case of clause (b), the Required Lenders so instruct Administrative Agent). Upon receipt of such notice, (i) Borrowers may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing Borrowingborrowing of, conversion to or continuation of Term Benchmark LIBOR Loans to be made, converted or continued during any such Benchmark Unavailability Period andandBSBY Loans (to the extent of the affected Interest Periods) or, failing that, the Borrower Borrowers will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingABR Loans. During any Benchmark Unavailability Period Period, (A) the obligation of the Lenders to make or at maintain LIBOR Loans shall be suspended, (B) any time that request for a tenor Borrowing of, conversion to or continuation of LIBOR Loans shall be ineffective and will be deemed to have been a request for the then-current Benchmark is not an Available Tenora Borrowing of or conversion to ABR Loans, and (C) the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, LIBOR Rate will not be used in any determination of the Alternate Base Rate. Furthermorein the amount specified therein and (ii) any outstanding affected BSBY Loans, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.5. Subject to Section 3.8, if Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Daily BSBY Rate” cannot be determined pursuant to the definition thereof on any Term Benchmark Loan or RFR Loan is outstanding given day, the interest rate on the date ABR Loans shall be determined by Administrative Agent without reference to clause (c) of the Borrower’s receipt definition of “Alternate Base Rate” until Administrative Agent revokes such determination (it being understood that Administrative Agent shall promptly revoke such notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until at such time as a Benchmark Replacement is implemented pursuant it reasonably determines that the circumstances underlying such notice cease to this Section 5.5(cexist), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, or (3) 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 (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars 86 Revolving Credit Agreement with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of applicable Interest Period; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall 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, (2) 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 (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower will by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of 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 converted elected clause (Aiii)(B)(1) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yiv)(B)(1) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowingabove, 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Company may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Eurocurrency Rate Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower Company will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingAdvances. 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 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 Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan Eurocurrency Rate Advance in any Agreed Currency is outstanding on the date of the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR LoanEurocurrency Rate Advance, then until (i) if such time as a Benchmark Replacement Eurocurrency Rate Advance is implemented pursuant to this Section 5.5(c)denominated in Dollars, (1) any Term Benchmark Loan shall then on the last day of the Interest Period applicable to such Loan 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, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, Advance on such day and or (2ii) if such Eurocurrency Rate Advance is denominated in any RFR Loan shall Major Currency, then such Advance shall, on and from the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), at the Company’s election prior to such day, (A) be prepaid by the Company on such day or (B) be exchanged into the Equivalent amount thereof in Dollars and converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute constitute, a Base Rate LoanAdvance on such day (it being understood and agreed that if the Company does not so prepay such Advance on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such exchange and conversion of such Eurocurrency Rate Advance into a Base Rate Advance).

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing Loan or RFR Borrowing Loan of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either the Borrower will be deemed to have converted (A) any such request for (1) a Term Benchmark Borrowing Loan denominated in Dollars into a request for a Borrowing Loan of or conversion to (xA) an a RFR Borrowing Loan denominated in Dollars so long as the Adjusted Daily Simple SOFR RFR for Loans denominated in Dollars is not the subject of a Benchmark Transition Event or (yB) a Base Rate Borrowing Loan if the Adjusted Daily Simple SOFR RFR for Dollar borrowings is the subject of a Benchmark Transition Event or (B2) any such request for Term Benchmark Loan or RFR Loan denominated, in each case, in an RFR Borrowing into a request for a Base Rate BorrowingAlternative Currency shall be ineffective. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 5.5(c)§4.16, (A) for Loans denominated in Dollars (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an a RFR Loan borrowing denominated in Dollars so long as the Adjusted Daily Simple SOFR RFR for Loans denominated in Dollars is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR RFR for Loans denominated in Dollars is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.Loan and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan shall, 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), be converted into Alternate Rate Loans and bear interest at the Alternate Rate and (2) any RFR Loan shall on the next succeeding Business Day be converted into Alternate Rate Loans and bear interest at the Alternate Rate. 100

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, or (3) 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 (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) 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; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall 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, (2) 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 (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower will by the date that is three (3) Business Days after receipt by the Borrower of such notice or, in the case of 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 converted elected clause (Aiii)(B)(1) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yiv)(B)(1) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowingabove, 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the BorrowerSeller’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Seller may revoke any request for to fund an Investment in a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued Eurocurrency Tranche during any Benchmark Unavailability Period and, failing that, the Borrower Seller will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) Investment in a Base Rate Borrowing if Tranche in the Adjusted Daily Simple SOFR is applicable Approved Currency based on an Alternate Rate for such Tranche Period equal to a rate per annum equal to the subject sum of a Benchmark Transition Event or (A) the Base Rate in effect from time to time during such Tranche Period plus (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowing2.0% per annum. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan Investment in a Eurocurrency Tranche in any Approved Currency is outstanding on the date of the BorrowerSeller’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR LoanPeriod, then until such time as a Benchmark Replacement for such Approved Currency is implemented pursuant to this Section 5.5(c)2.13, (1) any Term Benchmark Loan shall then on the last day of the Interest Tranche Period applicable to such Loan Investment (or the next succeeding Business Day if such day is not a Business Day), such Investment shall be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) Investment in a Base Rate Loan if Tranche in the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, applicable Approved Currency on such day and based on an Alternate Rate for such Tranche Period equal to a rate per annum equal to the sum of (2A) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loanin effect from time to time during such Tranche Period plus (B) 2.0% per annum.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing Loan or RFR Borrowing Loan of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either the Borrower will be deemed to have converted (A) any such request for (1) a Term Benchmark Borrowing Loan denominated in Dollars into a request for a Borrowing Loan of or conversion to (xA) an a RFR Borrowing Loan denominated in Dollars so long as the Adjusted Daily Simple SOFR RFR for Loans denominated in Dollars is not the subject of a Benchmark Transition Event or (yB) a Base Rate Borrowing Loan if the Adjusted Daily Simple SOFR RFR for Dollar borrowings is the subject of a Benchmark Transition Event or (B2) any such request for Term Benchmark Loan or RFR Loan denominated, in each case, in an RFR Borrowing into a request for a Base Rate BorrowingAlternative Currency shall be ineffective. 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 the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 5.5(c)§4.16, (A) for Loans denominated in Dollars (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an a RFR Loan borrowing denominated in Dollars so long as the Adjusted Daily Simple SOFR RFR for Loans denominated in Dollars is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR RFR for Loans denominated in Dollars is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.Loan and (B) for Loans denominated in an Alternative Currency, (1) any Term Benchmark Loan shall, 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), be converted into Alternate Rate Loans and bear interest at the Alternate Rate and (2) any RFR Loan shall on the next succeeding Business Day be converted into Alternate Rate Loans and bear interest at the Alternate Rate. 129

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans or RFR Loans in each affected Currency to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) any Interest Election Request that requests the conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing, denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Borrowing (unless prepaid) shall be continued as, or converted to an ABR Borrowing at the end of the applicable Interest Period, (ii) if the affected Currency is Dollars and any Borrowing Request requests a Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the affected Currency is a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate 89 Revolving Credit Agreement equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Foreign Currency cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such affected Currency) 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, or (3) 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 (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) 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; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall 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, (2) 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 (3) be prepaid in full at the end of the applicable Interest Period; provided that, if no election is made by the Borrower will by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of 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 converted elected clause (Aiii)(B)(1) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (yiv)(B)(1) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowingabove, 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 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 the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.90 Revolving Credit Agreement

Benchmark Unavailability Period. Upon the BorrowerCompany’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 Term any Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Rate Advances to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable Currency and, failing that, (A) in the case of any request for any affected Borrowing in Dollars, if applicable, the applicable Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into (x) a request for a Borrowing of or conversion to (x) an RFR Borrowing Adjusted Daily Simple SOFR Rate Advances so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (y) a request for a Borrowing of Base Rate Borrowing Advances or conversion to Base Rate Advances in the amount specified therein if the Adjusted Daily Simple SOFR Rate is the subject of a Benchmark Transition Event and (B) in the case of any request for any affected Borrowing in a Committed Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Benchmark Rate Advances denominated in Dollars, if applicable, will be deemed to have been converted into (x) on the last day of the Interest Period applicable to such Loan, Adjusted Daily Simple SOFR Rate Advances so long as the Adjusted Daily Simple SOFR Rate is not the subject of a Benchmark Transition Event or (y) Base Rate Advances immediately and (B) any such request for an RFR Borrowing outstanding affected Benchmark Rate Advances denominated in a Committed Currency, at the applicable Borrower’s election, shall either (I) be converted into a request for a Base Rate BorrowingAdvances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Committed Currency) immediately or, in the case of Term Benchmark Rate Advances, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Rate Advances, at the end of the applicable Interest Period; provided that, with respect to any Adjusted Daily Simple SOFR Rate Advance, if no election is made by the applicable Borrower by the date that is three Business Days after receipt by the Company of such notice, such Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Term Benchmark Rate Advance, if no election is made by such Borrower 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 Benchmark Rate Advance, such Borrower shall be deemed to have elected clause (I) 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 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. Furthermore, if any Term Benchmark Loan or RFR 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 Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (2) any RFR Loan shall on and from such day be converted by the Agent to, and shall constitute a Base Rate Loan.

Benchmark Unavailability Period. Upon the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Borrowers may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Eurocurrency Rate Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing thatthat (i) for each Eurocurrency Rate Advance denominated in US Dollars, the Borrower Borrowers will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Advances and (ii) for each Eurocurrency Rate Advance denominated in any Committed Currency, the Borrowers will be deemed to have requested a Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a conversion to Base Rate BorrowingAdvances in an amount equal to the Equivalent thereof in US Dollars. 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 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 the Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan Eurocurrency Rate Advance in any Agreed Currency is outstanding on the date of the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR LoanEurocurrency Rate Advance, then until (i) if such time as a Benchmark Replacement Eurocurrency Rate Advance is implemented pursuant to this Section 5.5(c)denominated in US Dollars, (1) any Term Benchmark Loan shall then on the last day of the Interest Period applicable to such Loan 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, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, Advance on such day and or (2ii) if such Eurocurrency Rate Advance is denominated in any RFR Loan shall Committed Currency, then such Advance shall, on and from the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), at the applicable Borrower’s election prior to such day, (A) be prepaid by such Borrower on such day or (B) be exchanged into the Equivalent amount thereof in US Dollars and converted by the Administrative Agent to, and shall constitute constitute, a Base Rate LoanAdvance on such day (it being understood and agreed that if such Borrower does not so prepay such Advance on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such exchange and conversion of such Eurocurrency Rate Advance into a Base Rate Advance).

Benchmark Unavailability Period. Upon the 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 Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Loans, in each case, to be made, converted or 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 (A) any such request for a Term Benchmark Borrowing into a request for a an ABR Borrowing of or conversion to ABR Loans in the amount specified therein, and (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (Bii) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such request for an RFR Borrowing into a request for a Base Rate Borrowingprepayment 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 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. Furthermore2.19 [Reserved] 2.20 [Reserved] 2.21 [Reserved] 2.22 Reports on Cash Management Obligations and Secured Hedging Obligations Each Lender or Affiliate thereof providing Cash Management Services for, if or having Hedging Agreements with, any Term Benchmark Loan Credit Party or RFR Loan is outstanding on any Subsidiary, shall deliver to the date Administrative Agent, promptly after entering into Cash Management Agreements or Hedging Agreements, written notice setting forth the aggregate amount of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement is implemented pursuant to this Section 5.5(c), (1) any Term Benchmark Loan shall 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), be converted by the Agent to, and shall constitute, all Obligations under (x) an RFR Loan so long as Secured Cash Management Agreements and Secured Specified Cash Management Agreements (and in the Adjusted Daily Simple SOFR is not the subject case of a Benchmark Transition Event or Secured Specified Cash Management Agreement, acknowledging and agreeing that such Obligations shall be “last out” Obligations), and (y) a Base Rate Loan if Secured Hedging Agreements and Secured Specified Hedging Agreements (and in the Adjusted Daily Simple SOFR is the subject case of a Benchmark Transition EventSecured Specified Hedging Agreement, on acknowledging and agreeing that such day Obligations shall be “last out” Obligations), in each case of such Credit Party or Subsidiary to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall deliver to the Administrative Agent, from time to time after a significant change therein or upon a request therefor, but in any event not less than monthly, a summary of the amounts due or to become due in respect of such Secured Cash Management Agreements, Secured Specified Cash Management 116 Agreements, Secured Hedging Agreements and Specified Secured Hedging Agreements. The most recent information provided to the Administrative Agent shall be used in determining the amount of Reserves (2if any) any RFR Loan shall on to be taken against the Borrowing Base and from the amounts to be applied in respect of such day Secured Cash Management Agreements, Secured Specified Cash Management Agreements, Secured Hedging Agreements or Secured Specified Hedging Agreements pursuant to Section 11.12 and which tier of the waterfall, contained in Section 11.12, such Secured Cash Management Agreements, Secured Specified Cash Management Agreements, Secured Hedging Agreements and/or Secured Specified Hedging Agreements will be converted by the Agent to, and shall constitute a Base Rate Loan.placed. SECTION 3

Benchmark Unavailability Period. Upon the BorrowerBorrower'sBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any Notice of Borrowing to be made or any continuation of an Advance, or request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted (A) any such request for a Term Benchmark Borrowing Dollar Advance or an Advance in Canadian Dollars into a Notice of Borrowing of or request for a Borrowing of or conversion to (x) an RFR Borrowing so long as Advances denominated in the Adjusted Daily Simple SOFR is not applicable currency bearing interest at a rate per annum equal to the subject of a Benchmark Transition Event Base Rate plus the Applicable Margin or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate Borrowing. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not Advance denominated in an Available Tenor, the component of Base Rate based upon the then-current Benchmark Currency (other than Dollars or such tenor for such BenchmarkCanadian Dollars) shall be ineffective, as applicable, will not be used in any determination of Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan 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 a Relevant Rate an Applicable Index applicable to such Term Benchmark Loan or RFR LoanAdvance, then until (i) if such time as a Benchmark Replacement Advance is implemented pursuant to this Section 5.5(c)denominated in Dollars or Canadian Dollars, (1) any Term Benchmark Loan shall then on the last day of the Interest Accrual Period applicable to such Loan 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, (x) an RFR Loan so long Advance denominated in Dollars or Canadian Dollars, as applicable, bearing interest at a rate per annum equal to the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if plus the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, Applicable Margin on such day and or (2ii) if such Advance is denominated in any RFR Loan shall Available Currency (other than Dollars or Canadian Dollars), then such Advance shall, on and from 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) be converted 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) bearing interest at a rate per annum equal to the Base Rate plus the Applicable Margin on such day (it being understood and agreed that if the Borrower does not so prepay such Advance on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such conversion of such Advance to bearinto 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 Administrative Agent to, and shall constitute a Base Rate Loanconstitute, an Advance denominated in such original Available Currency (in an amount equal to the equivalent in such currency of such Available Currency) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Available Currency.

Benchmark Unavailability Period. Upon the BorrowerCompany’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Borrowers may revoke any request for a Term Benchmark Borrowing or RFR Borrowing of, conversion to or continuation of Term Benchmark Loans Eurocurrency Rate Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower Borrowers will be deemed to have converted (A) any such request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion to (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (B) any such request for an RFR Borrowing into a request for a Base Rate BorrowingAdvances. 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 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 Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan Eurocurrency Rate Advance in any Agreed Currency is outstanding on the date of the Borrower’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR LoanEurocurrency Rate Advance, then until (i) if such time as a Benchmark Replacement Eurocurrency Rate Advance is implemented pursuant to this Section 5.5(c)denominated in Dollars, (1) any Term Benchmark Loan shall then on the last day of the Interest Period applicable to such Loan 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, (x) an RFR Loan so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) a Base Rate Loan if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, Advance on such day and or (2ii) if such Eurocurrency Rate Advance is denominated in any RFR Loan shall Major Currency, then such Advance shall, on and from the last day of the Interest Period applicable to such Advance (or the next succeeding Business Day if such day is not a Business Day), at the applicable Borrower’s election prior to such day, (A) be prepaid by such Borrower on such day or (B) be exchanged into the Equivalent amount thereof in Dollars and converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute constitute, a Base Rate LoanAdvance on such day (it being understood and agreed that if such Borrower does not so prepay such Advance on such day by 12:00 noon, New York City time, the Administrative Agent is authorized to effect such exchange and conversion of such Eurocurrency Rate Advance into a Base Rate Advance).