Common use of Benchmark Unavailability Period Clause in Contracts

Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ 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 case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(A) 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, (B) any outstanding affected Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ 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 the applicable Eurocurrency Rate Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Daily Simple RFR Borrowing of, conversion to or continuation of Term SOFR Daily Simple RFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Agreed Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR Alternate Base Rate Borrowing or conversion to ABR Alternate Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Daily Simple RFR Borrowing or Eurocurrency Rate Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Daily Simple RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Alternate Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three Business Days after receipt by the Borrowers of such notice, the Borrowers shall be deemed to have elected clause (I) above; provided further that with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ 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 Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.144.5. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingRate Loans, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Alternate Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR Rate Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans at the end of the applicable Interest Period, Period and (BII) any outstanding affected Daily Simple Foreign RFR Loan or Eurocurrency Term Rate Loans, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Foreign Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Daily Simple Foreign RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and notice, the Borrower shall be deemed to have elected clause (y1) above and, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrower by the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple Foreign RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.04. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyAdministrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Administrative Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR RFR Loans, Eurocurrency Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ EURIBOR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Approved Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans and Eurocurrency Loans, in each case, denominated in Dollars, if applicable, the Borrowers Administrative Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected Eurocurrency Rate BorrowingRFR Loan or EURIBOR Loan in each case, in an Alternate Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected Eurocurrency Term Rate RFR Loans or EURIBOR Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ Administrative Borrower’s election, shall either (Ii) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term RFR Loans or EURIBOR Loans, at the end of the applicable Interest Period or (IIii) be prepaid in full immediately or, in the case of Term RFR Loans or EURIBOR Loans, at the end of the applicable Interest Period; provided that, (C) with respect to any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans Simple RFR Loan denominated in Dollars an Alternate Currency, if no election is made by the Administrative Borrower by the date that is three (in an amount equal to 3) Business Days after receipt by the Dollar Equivalent Administrative Borrower of such Alternative Currencynotice, the Administrative Borrower shall be deemed to have elected clause (i) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan, EURIBOR Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Administrative Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Administrative Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, EURIBOR Loan or Term RFR Loan, the Borrowers Administrative Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(Ii) above, as applicable. Upon any such prepayment or conversion, the Borrowers Administrative Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.13. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmarkthe rate applicable to such Loan, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Benchmark or RFR Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans or RFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loansas applicable, or a Term ▇▇▇▇▇ Benchmark or RFR Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Benchmark Loans or RFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated Dollars or in the applicable currency Alternative Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Term Benchmark Borrowing or RFR Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate Benchmark Loans or RFR Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected the case of Term ▇▇▇▇▇ Benchmark Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Benchmark Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Term Benchmark Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I)I) above provided, further that, with respect to any RFR Loan, if no election is made by the Borrower by the date that is three (C)(I3) or Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.04. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of ▇▇▇▇▇ ▇▇▇▇ Advances, or request for a borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term borrowing for SOFR BorrowingLoans, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Borrowingborrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Agreed Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency ▇▇▇▇▇ Advances or Term Rate Loans, in each case, denominated in an Agreed Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Agreed Currency) immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided that, (C) with respect to any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans▇▇▇▇ Advance, at if no election is made by the Borrowers’ electionBorrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall either be deemed to have elected clause (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Term Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Term Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.1410.05. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingRate Loans, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR Rate Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ election, shall either (I1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Borrowers of such notice, the Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14clause (iv) below. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Borrowing of, conversion notice to or continuation rollover notice of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, as applicable in each case, case to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (Ax) in the case of any request for Borrowing of any affected Daily Simple RFR Loans in Dollars or any affected Term SOFR BorrowingLoans, if applicable, the Borrowers will be deemed to have converted any such request or notice into a request for an ABR Borrowing of or conversion notice to ABR Reference Rate Loans in the amount specified therein, and (By) in the case of any request Request for Borrowing of any affected Daily Simple RFR Loans in an Alternative Currency or Eurocurrency Rate BorrowingLoans, if applicable, then such request shall be ineffective ineffective, and (Cii)(x) any outstanding affected Daily Simple RFR Loans in the case of any request for any affected Term ▇▇▇▇▇ BorrowingDollars, if applicable, then such request shall will be ineffective and deemed to have been converted into Reference Rate Loans immediately (ii)(Ay) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Reference Rate Loans at the end of the applicable Interest Period, and (Bz) any outstanding affected Daily Simple RFR Loans in an Alternative Currency or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I1) be converted into ABR Reference Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such the applicable Alternative Currency) immediately in the case of Daily Simple RFR Loans in an Alternative Currency or at the end of the applicable Interest Period in the case of Eurocurrency Rate Loans, or (II2) be prepaid in full at immediately in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Simple RFR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or in the case of Eurocurrency Rate Loans; provided that, with respect to any Daily Simple RFR Loan in an Alternative Currency, if no election is made by the Borrowers by the date that is three (II3) Business Days after receipt by the Borrowers of such notice, the Borrowers shall be prepaid in full at the end of the applicable Interest Perioddeemed to have elected clause (1) above; provided, provided further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers by the earlier of (xA) the date that is three (3) Business Days after receipt by the Company Borrowers of such notice and (yB) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate4.5.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans at immediately or, in the end case of the applicable Interest Period, (B) any outstanding affected Term RFR Loans or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected RFR Loans or Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term RFR Loans or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14‎2.17. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyParent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers applicable Borrower may revoke any pending request for a Term SOFR an RFR Borrowing of, conversion to or continuation of Term SOFR RFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers applicable Borrower will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the applicable Borrower by the date that is three Business Days after receipt by the Parent Borrower of such notice, the applicable Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Parent Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers applicable Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.1410.4. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the 117 component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans, Loans or a Eurocurrency CDOR Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingLoans, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected Eurocurrency Term SOFR Loan or CDOR Rate BorrowingLoan, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (BII) any outstanding affected Eurocurrency Term Rate LoansLoans denominated in Canadian Dollars, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) immediately or, in the case of CDOR Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of CDOR Rate Loans, at the end of the applicable Interest Period; provided, further that, with respect to any Eurocurrency CDOR Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency CDOR Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR LoansAdvances, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ LoansEURIBOR Advances, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers applicable Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing or conversion to ABR Loans Base Rate Advances in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ EURIBOR Borrowing, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR LoansAdvances, if applicable, will be deemed to have been converted into ABR Loans Base Rate Advances at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate LoansEURIBOR Advances, at the Borrowers’ applicable Borrower’s election, shall either (I) be converted into ABR Loans Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of ▇▇▇▇▇▇▇ Advances, at the end of the applicable Interest Period or (II) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT ▇▇▇▇▇▇▇ LoansAdvances, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ LoanEURIBOR Advance, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate LoanEURIBOR Advance, the Borrowers such Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.148.04(b). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingLoans, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.17. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyParent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers applicable Borrower may revoke any pending request for a Term SOFR an RFR Borrowing of, conversion to or continuation of Term SOFR RFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers applicable Borrower will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the applicable Borrower by the date that is three Business Days after receipt by the Parent Borrower of such notice, the applicable Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Parent Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers applicable Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.1410.4. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.the

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Loans, in each case, denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternate Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately or, in the case of Term RFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ Borrower’s election, shall either (Ia) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period or (IIb) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (C3) any outstanding affected Eurocurrency Daily Rate Loans, at Business Days after receipt by the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Borrower of such Alternative Currencynotice, the Borrower shall be deemed to have elected clause (a) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(Ia) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.15. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate 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 the Alternate Base RateABR.

Benchmark Unavailability Period. Upon the CompanyAdministrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Administrative Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Eurodollar Fixed Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Administrative Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected Eurocurrency RFR Loan or Eurodollar Fixed Rate BorrowingLoan, in each case, in an Alternate Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected Eurocurrency Term RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Term RFR Loans or Eurodollar Fixed Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice, the Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurodollar Fixed Rate Loan or Term RFR Loan, if no election is made by the Administrative Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Administrative Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Eurodollar Fixed Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.1411.6. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Revolving Credit Facility Benchmark Unavailability Period with respect to a given Revolving Credit Facility Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR an RFR Borrowing of, conversion to or continuation of Term SOFR RFR Loans, or a Eurocurrency Rate EURIBOR Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ EURIBOR Loans, in each case, to be made, converted or continued during any Revolving Credit Facility Benchmark Unavailability Period denominated in the applicable currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Base Rate Borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate RFR Borrowing or EURIBOR Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingcurrency other than Dollars, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate RFR Loans or EURIBOR Loans, in each case, denominated in any currency other than Dollars, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent equivalent of such Alternative Currencycurrency) immediately or, in the case of EURIBOR Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of EURIBOR Loans, at the end of the applicable Interest Period; provided that, (C) with respect to any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ LoansDaily Simple Loan, at if no election is made by the Borrowers’ electionBorrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall either be deemed to have elected clause (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ EURIBOR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate EURIBOR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a ▇▇▇▇▇ Daily Simple Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.05. During a Revolving Credit Facility Benchmark Unavailability Period with respect to any Revolving Credit Facility Benchmark or at any time that a tenor for any then-current Revolving Credit Facility Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Revolving Credit Facility Benchmark that is the subject of such Revolving Credit Facility Benchmark Unavailability Period or such tenor for such Revolving Credit Facility Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans at immediately or, in the end case of the applicable Interest Period, (B) any outstanding affected Term RFR Loans or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected RFR Loans or Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (Icc)(1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term RFR Loans or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (II2)(dd) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14‎2.17. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingLoans, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ applicable Borrower’s election, shall either (I1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Eurocurrency Rate Loans or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans or Term ▇▇▇▇▇ Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the applicable Borrower by the date that is three (3) Business Days after receipt by such Borrower of such notice, such Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ LoanLoans, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company such Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate LoanLoan or Term ▇▇▇▇▇ Loans, the Borrowers such Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers applicable Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.144.07. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

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

Benchmark Unavailability Period. Upon the Company’s Borrowers’' receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR aan applicable Borrowing of, conversion to or continuation of Term SOFR Loans, Eurodollar Rateapplicable Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term Daily ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (Ai)(A) in the case of any aany request for any aan affected Term SOFR BorrowingBorrowing of, conversion to or continuation of Eurodollar Rate Loans denominatedor a Loan, in each case, in Dollars, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BiiB) in the case of any aany request for any aany affected Eurocurrency Borrowing of, conversion to or continuation of Eurodollar Rate BorrowingLoans denominatedor Loan, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term an Alternative Currency or Daily ▇▇▇▇▇ BorrowingLoans,, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans or Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Periodimmediately or, (B) any outstanding affected Eurocurrency Term Rate Loansif permitted, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (CB) any outstanding affected Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ ' election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected the case of Alternative Currency Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Alternative Currency Term Rate Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Alternative Currency Term Rate Loan or Term ▇▇▇▇▇ SOFR Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three Business Days after receipt by the Company Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Alternative Currency Term Rate Loan or Term SOFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.144.05. During a anya 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 Alternative Base Rate or any other Benchmark that is based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Alternative Base RateRate or such other Benchmark.

Benchmark Unavailability Period. Upon the CompanyAdministrative ▇▇▇▇▇▇▇▇’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Administrative Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Eurodollar Fixed Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Administrative Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected Eurocurrency RFR Loan or Eurodollar Fixed Rate BorrowingLoan, in each case, in an Alternate Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected Eurocurrency Term RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ Borrower’s election, shall either (I1)(1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period or (II2)(2) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Term RFR Loans or Eurodollar Fixed Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice, the Borrowers shall be deemed to have elected clause (1)(1) above; provided, further that, with respect to any Eurodollar Fixed Rate Loan or Term RFR Loan, if no election is made by the Administrative Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Administrative Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Eurodollar Fixed Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.1411.6. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers CompanyBorrowers may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR LIBORRFR Loans or Eurocurrency Rate Loans or Swingline Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loansas applicable, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AiA)(I ) in the case of any aany request for any a borrowing of, conversion to or continuation ofany affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Company will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (iiII ) in the case of aany request for a borrowing of, conversion to or continuationany affected RFR Loan or Eurocurrency Rate Loan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (B)(I) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into Base Rate Loans immediately or, in the case of Term SOFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period and (II) any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case, denominated in an Alternative Currency, the Borrowers will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in toat the amount specified therein, (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(A) 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, (B) any outstanding affected Eurocurrency Term Rate Loans, at the Borrowers’ Company’s election, shall either (I1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Company by the date that is three (3) Business Days after receipt by the Company of such notice, the Company shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ SOFR Loan, if no election is made by the Borrowers Company by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term SOFR Loan, the Borrowers Company shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.5. During a anya 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 or any other Benchmark that is based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base RateRate or such other Benchmark.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Benchmark Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans▇▇▇▇▇, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Agreed Currency and, failing that, (A) in the case of any request for any affected Term SOFR BorrowingBenchmark Borrowing in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term Benchmark Borrowing or ▇▇▇▇▇ BorrowingBorrower, in each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR LoansBenchmark Loans denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period, immediately and (B) any outstanding affected Eurocurrency Term Rate Benchmark Loans or ▇▇▇▇▇ Loans, in each case, denominated in a Foreign Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent equivalent thereof in Dollars of such Alternative Foreign Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (II) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Term Benchmark Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further that, provided that with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Term Benchmark Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Term Benchmark Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.15. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate 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 the Alternate Base RateABR.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AI) in the case of any request for any affected Term RFR Loans or a Eurocurrency Rate Loans, in each case, denominated in DollarsTerm SOFR BorrowingLoans, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term RFR Loans or Eurocurrency Rate Loans, in each case, denominated in DollarsTerm SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at immediately or, in the end case of the applicable Interest Period, (B) any outstanding affected Term RFR Loans or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected RFR Loans or Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either _(I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term RFR Loans or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (II) 2)_ be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.17. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Agreed Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans at immediately or, in the end case of the applicable Interest Period, (B) any outstanding affected Term RFR Loans or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected RFR Loans or Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term RFR Loans or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.11. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate 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 the Alternate Base RateABR.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing Borrowingborrowing of, conversion to or continuation of Term SOFR Loans, or a RFR Loans subject to such Benchmark Unavailability Periodor Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any suchany Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any aany request for any Borrowing of, conversion to or continuation of Loansany affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a Borrowingborrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BiiII) in the case of any aany request for a Borrowing of , conversion to or continuation of Loans denominated in any any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in a Foreign Currency, if applicable, then such request shall be ineffective ineffective. During any and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in a Foreign Currency, at the Borrowers’ Borrower’s election, shall either (IA) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of such Alternative Foreign Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period or (IIB) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (C3) any outstanding affected Eurocurrency Daily Rate Loans, at Business Days after receipt by the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Borrower of such Alternative Currencynotice, the Borrower shall be deemed to have elected clause (A) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.17. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate or any other Benchmark that is based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base RateRate or such other Benchmark.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR an RFR Borrowing of, conversion to or continuation of Term SOFR RFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (Ai)(A) in the case of any request for any an affected Term SOFR RFR Borrowing or a Eurocurrency Borrowing, in each case, in dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, therein and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR RFR Loans or Eurocurrency Loans, in each case, denominated in dollars, if applicable, will be deemed to have been converted into ABR Loans at immediately or, in the end case of the applicable Interest Period, (B) any outstanding affected Term RFR Loans or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (CB) any outstanding affected RFR Loans or Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term RFR Loans or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Eurocurrency Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate 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 the Alternate Base RateABR.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in a Foreign Currency, at the Borrowers’ Borrower’s election, shall either (Ix) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Foreign Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period or (IIy) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, (C) with respect to any outstanding affected Eurocurrency Daily Rate LoansSimple RFR Loan, at if no election is made by the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to Borrower by the Dollar Equivalent date that is three Business Days after receipt by the Borrower of such Alternative Currencynotice, the Borrower shall be deemed to have elected clause (1) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.145.4. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing an RFR Loan of, conversion to or continuation of Term SOFR RFR Loans, or a Eurodollar Loan or Eurocurrency Rate Borrowing Loan of, conversion to or continuation of Eurodollar Loans or Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Permitted Currency and, failing that, (Ai)(A) in the case of any request for any an affected Term SOFR Borrowing, if applicableRFR Loan in Dollars or a Eurodollar Loan, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Loans in the amount specified therein, therein and (B) in the case of any request for any affected RFR Loan in Sterling or Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicableLoan, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR LoansDaily Simple RFR Loans denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately or, in the case of Term RFR Loans or Eurodollar Loans, at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate LoansLoans or RFR Loans denominated in Sterling, at the Borrowers’ Borrower’s election, shall either (Ii)(i) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such the applicable Permitted Alternative Currency) immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period or (IIii)(ii) in the case of Daily Simple RFR Loans denominated in Sterling, be prepaid in full immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period; provided that, (C) with respect to any outstanding affected Eurocurrency Daily Rate LoansSimple RFR Loan, at if no election is made by the Borrowers’ electionBorrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall either (I) be deemed to have elected that such Loans be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Permitted Alternative Currency); provided, further that, with respect to any Eurodollar Loan, Eurocurrency Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) immediately the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurodollar Loan, Eurocurrency Loan or (II) Term RFR Loan, the Borrower shall be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) deemed to have elected for such Loans to be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian DollarsLoans in a Permitted 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 or Term ▇▇▇▇▇ 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 the applicable Eurocurrency Rate Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.18. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Based Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkBenchmark Rate, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR an RFR Borrowing of, conversion to or continuation of Term SOFR RFR Loans, or a Eurocurrency Rate EURIBOR Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ EURIBOR 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 case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Base Rate Borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate RFR Borrowing or EURIBOR Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingcurrency other than Dollars, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate RFR Loans or EURIBOR Loans, in each case, denominated in any currency other than Dollars, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent equivalent of such Alternative Currencycurrency) immediately or, in the case of EURIBOR Loans, at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ 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 the applicable Eurocurrency Rate Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Borrowing of, conversion notice to or continuation rollover notice of Term SOFR RFR Loans or Eurocurrency Rate Loans or RFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, as applicable in each case, case to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (Ai)(x) in the case of any request for Borrowing of any affected Daily Simple RFR Loans or Eurocurrency Rate Loans, in each case denominated in Dollars or any affected Term SOFR BorrowingLoans, if applicable, the Borrowers will be deemed to have converted any such request or notice into a request for an ABR Borrowing of or conversion notice to ABR Reference Rate Loans in the amount specified therein, and (By) in the case of any request Request for Borrowing of any affected Daily Simple RFR Loans in an Alternative Currency or Eurocurrency Rate BorrowingLoans, in each case in an Alternative Currency, if applicable, then such request shall be ineffective ineffective, and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(Aii)(x) any outstanding affected Term SOFR Daily Simple RFR Loans or Eurocurrency Rate Loans, in each case denominated in Dollars, if applicable, will be deemed to have been converted into ABR Reference Rate Loans immediately or, in the case of(y) any outstanding affected Term RFRSOFR Loans or Eurocurrency, if applicable, will be deemed to have been converted into Reference Rate Loans, at the end of the applicable Interest Period, and (Byz) any outstanding affected Daily Simple RFR Loans in an Alternative Currency or Eurocurrency Term Rate Loans, in each case denominated in an Alternative Currency, at the Borrowers’ election, shall either (I1) be converted into ABR Reference Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such suchthe applicable Alternative Currency) immediately or, in the case of TermDaily Simple RFR Loans in an Alternative Currency or Eurocurrency Rate Loans, at the end of the applicable Interest Period in the case of Eurocurrency Rate Loans, or (II2) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected TermDaily Simple RFR Loans or Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in Loansin an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or in the case of Eurocurrency Rate Loans; provided that, with respect to any Daily Simple RFR Loan in an Alternative Currency, if no election is made by the Borrowers by the date that is three (II3) Business Days after receipt by the Borrowers of such notice, the Borrowers shall be prepaid in full at the end of the applicable Interest Perioddeemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers by the earlier of (xA) the date that is three (3) Business Days after receipt by the Company Borrowers of such notice and (yB) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate4.5.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans, Loans or a Eurocurrency Rate any Borrowing of, of Alternative Currency Loans or conversion to or continuation of Eurocurrency Rate Alternative Currency Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each caseas applicable, 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 Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, and (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ BorrowingAlternative Currency Loan, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately in the case of any Daily Simple SOFR Loan and at the end of the applicable Interest Period, Period in the case of any Term SOFR Loan and (B) any outstanding affected Eurocurrency Term Rate LoansAlternative Currency Loan(s), at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Alternative Currency Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the any 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 Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans at immediately or, in the end case of the applicable Interest Period, (B) any outstanding affected Term RFR Loans or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected RFR Loans or Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Company’s election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term RFR Loans or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Company by the date that is three (3) Business Days after receipt by the Company of such notice, the Company shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Company by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Company shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14‎3.5. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR LoansAdvances, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ LoansEURIBOR Advances, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers applicable Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing or conversion to ABR Loans Base Rate Advances in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ EURIBOR Borrowing, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR LoansAdvances, if applicable, will be deemed to have been converted into ABR Loans Base Rate Advances at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate LoansEURIBOR Advances, at the Borrowers’ applicable Borrower’s election, shall either (I) be converted into ABR Loans Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of EURIBOR Advances, at the end of the applicable Interest Period or (II) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇▇▇ LoansAdvances, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ LoanEURIBOR Advance, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate LoanEURIBOR Advance, the Borrowers such Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.148.04(b). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.. 364-DAY CREDIT AGREEMENT

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing an RFR borrowing of, conversion to or continuation of Term SOFR RFR Loans, or a Eurocurrency Eurodollar Rate Borrowing borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Eurodollar Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a Base Rate Loan or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency RFR Borrowing or Eurodollar Rate Borrowingborrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate RFR Loans or Eurodollar Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of Eurodollar Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or Interest Payment Date, as applicable or (II) be prepaid in full immediately or, in the case of Eurodollar Loans, at the end of the applicable Interest PeriodPeriod or Interest Payment Date, as applicable; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Eurodollar Loan or Term ▇▇▇▇▇ (other than a Daily Simple RFR Loan), if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Eurodollar Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for an RFR Borrowing of, conversion to or continuation of RFR Loans, or a Term SOFR Benchmark Borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ 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 in the applicable currency and, failing that, (A) in the case of any request for any affected Term SOFR BorrowingRFR Borrowing in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate RFR Borrowing or Term Benchmark Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternate Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR LoansRFR Loans denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period, immediately and (B) any outstanding affected Eurocurrency RFR Loans or Term Rate Benchmark Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period; provided that, (C) with respect to any outstanding affected Eurocurrency Daily Rate LoansRFR Loan, at if no election is made by the Borrowers’ electionBorrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall either be deemed to have elected clause (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Benchmark Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Term Benchmark Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate 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 the Alternate Base RateABR.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmarkthe rate applicable to such SOFR Loan, (i) the Borrowers Borrower may revoke any pending request for a SOFRTerm Benchmark or RFR Borrowing of, conversion to or continuation of SOFR LoansTerm Benchmark Loans or RFR Loans, as applicable, or a Term SOFR Benchmark or RFR Borrowing of, conversion to or continuation of Term SOFR Loans, Benchmark Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ RFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated Dollars or in the applicable currency Alternative Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Term Benchmark Borrowing or RFR Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR tointo Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate Benchmark Loans or RFR Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected the case of Term ▇▇▇▇▇ Benchmark Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Benchmark Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Term Benchmark Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I)I) above provided, further that, with respect to any RFR Loan, if no election is made by the Borrower by the date that is three (C)(I3) or Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.04. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any theany then-current Benchmark related to the Term B Facility is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency LIBOR Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a LIBOR Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected Eurocurrency RFR Loan or LIBOR Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or LIBOR Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or LIBOR Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected Eurocurrency Term RFR Loans or LIBOR Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of such Alternative Currency) immediately or, in the case of Term RFR Loans or LIBOR Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Term RFR Loans or LIBOR Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (C3) any outstanding affected Eurocurrency Daily Rate Loans, at Business Days after receipt by the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Borrower of such Alternative Currencynotice, the Borrower shall be deemed to have elected clause (1) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency LIBOR Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency LIBOR Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.144.9. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyParent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmarkthe rate applicable to such Loan, (i) the Borrowers may revoke any pending request for a Term SOFR Benchmark or RFR Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans or RFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loansas applicable, or a Term ▇▇▇▇▇ Benchmark or RFR Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Benchmark Loans or RFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated Dollars in the applicable currency Alternative Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Term Benchmark Borrowing or RFR Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate Benchmark Loans or RFR Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected the case of Term ▇▇▇▇▇ Benchmark Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Benchmark Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Parent Borrower of such notice and (yhh) the last day of the current Interest Period for the applicable Eurocurrency Rate Term Benchmark Loan, the Borrowers shall be deemed to have elected clause (B)(I)I) above provided, further that, with respect to any RFR Loan, if no election is made by the Borrowers by the date that is three (C)(I3) or Business Days after receipt by the Parent Borrower of such notice, the Borrowers shall be deemed to have elected clause (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.04. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR an RFR Borrowing of, conversion to or continuation of Term SOFR RFR Loans, or a Eurocurrency Eurodollar Rate Borrowing borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Eurodollar Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a Base Rate Loan or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency RFR Borrowing or Eurodollar Rate Borrowingborrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate RFR Loans or Eurodollar Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of Eurodollar Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or Interest Payment Date, as applicable or (II) be prepaid in full immediately or, in the case of Eurodollar Loans, at the end of the applicable Interest PeriodPeriod or Interest Payment Date, as applicable; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Eurodollar Loan or Term ▇▇▇▇▇ (other than a Daily Simple RFR Loan), if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Eurodollar Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyLead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i1I) the Borrowers Lead BorrowerBorrowers may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency SOFRBenchmark Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, Loans to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (Athe Lead Borrower(1) in the case of any request for any affected Term SOFR BorrowingRate Loans denominated in Dollars, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Loans Base Rate Loans, and (2 in the amount specified therein, therein and (B2) in the case of any request for any affected Eurocurrency Benchmark Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and II) (ii)(A1) any outstanding affected Term SOFR LoansSOFRTerm Rate Loans denominated in Dollars, if applicable, will be deemed to have been converted into ABR tointo Base Rate Loans at the end of the applicable Interest Period, . During any and (B2) any outstanding affected Eurocurrency Term Benchmark Rate LoansLoans denominated in an Alternative Currency, at the Borrowers’ election, shall either (Ix) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected the case of Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (IIy) be prepaid in full immediately or, in the case of Term Rate Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by Lead Borrower of such notice, the Borrowers shall be deemed to have elected clause (x) above; provided, further, that, with respect to any Term Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers by the earlier of (xAA) the date that is three (3) Business Days after receipt by the Company Lead Borrower of such notice and (yBB) the last day of the current Interest Period for the applicable Eurocurrency Term Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(Ix) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.05. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any theany then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Companyearlier of Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period or the actual commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans at immediately or, in the end case of the applicable Interest Period, (B) any outstanding affected Term RFR Loans or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected RFR Loans or Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (Ix) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term RFR Loans or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (IIy) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by Borrower by the date that is three (3) Business Days after receipt by Borrower of such notice, Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.19(e). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyAdministrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Administrative Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Eurodollar Fixed Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Administrative Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected Eurocurrency RFR Loan or Eurodollar Fixed Rate BorrowingLoan, in each case, in an Alternate Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding 192068782_9 affected Term SOFR RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected Eurocurrency Term RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Term RFR Loans or Eurodollar Fixed Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice, the Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurodollar Fixed Rate Loan or Term RFR Loan, if no election is made by the Administrative Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Administrative Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Eurodollar Fixed Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.1411.6. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Benchmark Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇S▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇S▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Agreed Currency and, failing that, (A) in the case of any request for any affected Term SOFR BorrowingBenchmark Borrowing in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇Benchmark Borrowing or S▇▇▇▇ Borrowing, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR LoansBenchmark Loans denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period, immediately and (B) any outstanding affected Eurocurrency Term Rate Benchmark Loans or S▇▇▇▇ Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected the case of Term ▇▇▇▇▇ Benchmark Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇S▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Term Benchmark Loan, if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Term Benchmark Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate 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 the Alternate Base RateABR.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Agreed Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRSOFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable,Loans, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RSOFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans at immediately or, in the end case of the applicable Interest Period, (B) any outstanding affected Term RFR Loans or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected RFR Loans or Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term RFR Loans or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.11. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate 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 the Alternate Base RateABR.

Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR LoansAdvances, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ LoansEURIBOR Advances, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers applicable Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing or conversion to ABR Loans Base Rate Advances in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ EURIBOR Borrowing, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR LoansAdvances, if applicable, will be deemed to have been converted into ABR Loans Base Rate Advances at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate LoansEURIBOR Advances, at the Borrowers’ applicable Borrower’s election, shall either (I) be converted into ABR Loans Base Rate Advances denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of EURIBOR Advances, at the end of the applicable Interest Period or (II) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇▇▇ LoansAdvances, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ LoanEURIBOR Advance, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate LoanEURIBOR Advance, the Borrowers such Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, 364-DAY CREDIT AGREEMENT together with any additional amounts required pursuant to Section 2.148.04(b). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR an applicable Borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ applicable Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (Ai)(A) in the case of any request for any an affected Term SOFR BorrowingBorrowing or a Loan, in each case, in Dollars, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate BorrowingBorrowing or Loan, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans or Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, if permitted, at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ election, shall either (I1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected the case of Alternative Currency Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Alternative Currency Term Rate Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Alternative Currency Term Rate Loan or Term ▇▇▇▇▇ SOFR Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Alternative Currency Term Rate Loan or Term SOFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.144.05. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Agreed Currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers applicable Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Floating Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (CB) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AI) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Floating Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ applicable Borrower’s election, shall either (I1) be converted into ABR Floating Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Amount of such Alternative Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the applicable Borrower by the date that is three (C3) any outstanding affected Eurocurrency Daily Rate Loans, at Business Days after receipt by the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Company of such Alternative Currencynotice, the Borrowers shall be deemed to have elected clause (1) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.144.3. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Company may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in U.S. Dollars, if applicable, the Borrowers Company will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in U.S. Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Company’s election, shall either (I) be i)be converted into ABR Base Rate Loans denominated in U.S. Dollars (in an amount equal to the U.S. Dollar Equivalent of such Alternative Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period or (IIii) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Company by the date that is three (C3) any outstanding affected Eurocurrency Daily Rate Loans, at Business Days after receipt by the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Company of such Alternative Currencynotice, the Company shall be deemed to have elected clause (1) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Company by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Company shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Company shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.148.4. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (i) with respect to amounts denominated in US Dollars, (A) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, Loans to be made, converted or continued during any that would bear interest by reference to the affected Benchmark Unavailability Period denominated in (to the applicable currency extent of the affected amounts or Interest Periods, as applicable) until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Borrowingif not prepaid, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, Loans will be deemed converted to have been converted into ABR Loans at the end of the applicable Interest PeriodPeriod therefor and (ii) with respect to amounts denominated in any Alternative Currency, (A) the Borrower shall be deemed to have revoked any pending request for a borrowing or continuation of Loans to be made or continued that would bear interest by reference to the affected Benchmark (to the extent of the affected amounts or Interest Periods, as applicable) until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, (B) the obligation of the Lenders to make or maintain Loans that would bear interest by reference to the affected Benchmark in the affected currency shall be suspended (to the extent of the affected amounts or Interest Periods, as applicable) and (C) any outstanding Loans in the affected Eurocurrency Term Rate Loanscurrency shall immediately or, at in the Borrowers’ electioncase of a term rate, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ electionoption of the Borrower, shall either (Ix) be prepaid in full or (y) be converted into ABR Loans denominated in Dollars (in an amount equal to the US Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, Loans at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ 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 the applicable Eurocurrency Rate Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I) above, as applicabletime. Upon any such prepayment conversion or conversionprepayment, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid converted or converted, together with any additional amounts required pursuant to Section 2.14prepaid. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternate Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is five (C5) any outstanding affected Eurocurrency Daily Rate Loans, at Business Days after receipt by the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Borrowers of such Alternative Currencynotice, the Borrowers shall be deemed to have elected clause (1) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three five (5) Business Days after receipt by the Company Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.11. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of RFR Loans or Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingRate Loans, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Alternate Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected Daily Simple Foreign RFR Loan or Eurocurrency Rate Borrowing, if applicableLoan, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR Rate Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans at the end of the applicable Interest Period, Period and (BII) any outstanding affected Daily Simple Foreign RFR Loan or Eurocurrency Term Rate Loans, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Foreign Currency) immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Daily Simple Foreign RFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and notice, the Borrower shall be deemed to have elected clause (y1) above and, with respect to any Eurocurrency Rate Loan, if no election is made by the Borrower by the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple Foreign RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.04. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iI) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing ofRate Loans, conversion to SOFR Rate Loans, or continuation of Term ▇▇▇▇▇ Eurocurrency Rate Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR BorrowingRate Loans, if applicable▇▇▇▇▇ Rate Loans, the Borrowers will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, (B) in the case of any request for any affected Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AII)(1) any outstanding affected Term SOFR Loans, if applicableRate Loans denominated in Dollars, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B2) any outstanding affected ▇▇▇▇▇ Rate Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ election, shall either (Ix) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (IIy) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any ▇▇▇▇▇ Rate Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by Borrower of such notice, the Borrower shall be deemed to have elected clause (x) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the earlier of (xAA) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (yBB) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(Ix) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.02(b). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans, Eurocurrency Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ 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 case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers applicable Borrower will be deemed to have converted any such request into a request for an ABR Alternate Base Rate Borrowing or conversion to ABR Alternate Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Borrowing, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term Borrowing or ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Alternate Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate Loans or ▇▇▇▇▇ Loans, in each case, at the Borrowers’ applicable Borrower’s election, shall either (I) be converted into ABR Alternate Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Committed Currency) immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Loans, at the end of the applicable Interest Period; provided that, (C) with respect to any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans▇▇▇▇, at if no election is made by such Borrower by the Borrowers’ electiondate that is three Business Days after receipt by the Borrower Representive of such notice, such Borrower shall either be deemed to have elected clause (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers such Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower Representive of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers such Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.4. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

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

Benchmark Unavailability Period. Upon the CompanyParent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Parent Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Parent Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in a Foreign Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in a Foreign Currency, at the Borrowers’ Parent Borrower’s election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Foreign Currency) immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Term RFR Loans or Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Parent Borrower by the date that is three (C3) any outstanding affected Eurocurrency Daily Rate Loans, at Business Days after receipt by the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Parent Borrower of such Alternative Currencynotice, the Borrowers shall be deemed to have elected clause (1) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Parent Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Parent Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFR Loan, the Borrowers Parent Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.15. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR RFR Loans or Eurocurrency Rate Loans or Swingline Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loansas applicable, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any request for any affected Term RFRTerm SOFR BorrowingLoans or a Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Company will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term RFRTerm SOFR Loans or Eurocurrency Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans at immediately or, in the end case of the applicable Interest Period, (B) any outstanding affected Term SOFR Loans or Eurocurrency Term Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected RFR Loans or Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Company’s election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Company by the date that is three (3) Business Days after receipt by the Company of such notice, the Company shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ SOFR Loan, if no election is made by the Borrowers Company by the earlier of (x) the date that is three (3) Business Days after receipt by the Company of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term SOFR Loan, the Borrowers Company shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14● 3.5 ● 4.11. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a any affected Term SOFR Borrowing ofAdvance, conversion to Eurocurrency Advance or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, Daily Simple RFR Advance to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency thereto and, failing that, (A) in the case of any request for any affected Term SOFR BorrowingAdvance or affected Swing Line Loan, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a Floating Rate Advance or conversion to ABR Floating Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Daily Simple RFR Advance or Eurocurrency Rate BorrowingAdvance, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowinga Foreign Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans and Swing Line Loans, if applicable, will be deemed to have been converted into ABR Floating Rate Loans at the end of the applicable Interest Period, Period (or immediately in the case of a Swing Line Loan) and (B) any outstanding affected Daily Simple RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in a Foreign Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Floating Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Agreed Currency) at immediately or, in the end case of the applicable Interest Period or (II) be prepaid in full Eurocurrency Rate Loans, at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan denominated in a Foreign Currency, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.4. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for an RFR Borrowing of, conversion to or continuation of RFR Loans, or a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing of or conversion to ABR Loans Base Rate Loans. in the amount specified therein, therein and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR LoansLoans denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, immediately and (B) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any RFR Loan, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.05. During a anya Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the thenEurocurrency Ratethen-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (AA)(I) in the case of any request for any affected RFR Loans or a Eurocurrency Loans, in each case,Term SOFR BorrowingLoan denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternate Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurocurrency Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Loans immediately or, in the case of Term RFR Loans or EurocurrencySOFR Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ Borrower’s election, shall either (Ia) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term RFRSOFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period or (IIb) be prepaid in full immediately or, in the case of Term RFRSOFR Loans or Eurocurrency Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three (C3) any outstanding affected Eurocurrency Daily Rate Loans, at Business Days after receipt by the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent Borrower of such Alternative Currencynotice, the Borrower shall be deemed to have elected clause (a) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ RFRSOFR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan or Term RFRSOFR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(Ia) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.15. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available |US-DOCS\123898161.25157781893.13|| Tenor, the component of the Alternate 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 the Alternate Base RateABR.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for an RFR Borrowing of, conversion to or continuation of RFR Loans, or a Term SOFR Borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR LoansLoans denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, immediately and (B) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any RFR Loan, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.05. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyParent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmarkthe rate applicable to such Loan, (i) the Borrowers may revoke any pending request for a Term SOFR Benchmark or RFR Borrowing of, conversion to or continuation of Term SOFR Benchmark Loans or RFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loansas applicable, or a Term ▇▇▇▇▇ Benchmark or RFR Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Benchmark Loans or RFR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated Dollars in the applicable currency Alternative Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate Term Benchmark Borrowing or RFR Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Rate Benchmark Loans or RFR Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected the case of Term ▇▇▇▇▇ Benchmark Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Term Benchmark Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Benchmark Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Parent Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Term Benchmark Loan, the Borrowers shall be deemed to have elected clause (B)(I)I) above provided, further that, with respect to any RFR Loan, if no election is made by the Borrowers by the date that is three (C)(I3) or Business Days after receipt by the Parent Borrower of such notice, the Borrowers shall be deemed to have elected clause (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.143.04. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (iA) the Borrowers Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (AI) in the case of any request for any affected Term SOFR BorrowingLoans, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected RFR Loan or Eurocurrency Rate BorrowingLoan, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (BII) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by Borrower by the date that is three (3) Business Days after receipt by Borrower of such notice, Borrower shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest (except with respect to any prepayment or conversion of a Daily Simple RFR Loan) on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14‎2.19(e). During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyParent Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers applicable Borrower may revoke any pending request for a Term SOFR an RFR Borrowing of, conversion to or continuation of Term SOFR RFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers applicable Borrower will be deemed to have converted any such request into a request for an ABR a Base Rate Borrowing or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Period, Period and (B) any outstanding affected RFR Loans or Eurocurrency Term Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Base Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of 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 Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the applicable Borrower by the date that is three Business Days after receipt by the Parent Borrower of such notice, the applicable Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, if no election is made by the Borrowers applicable Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Parent Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate Loan, the Borrowers applicable Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.1410.4. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyAdministrative Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Administrative Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Eurodollar Fixed Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans or a Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected Eurocurrency RFR Loan or Eurodollar Fixed Rate BorrowingLoan, in each case, in an Alternate Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected Eurocurrency Term RFR Loans or Eurodollar Fixed Rate Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ Borrower’s election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term RFR Loans or Eurodollar Fixed Rate Loans, at the end of the applicable Interest Period or (II2) be prepaid in full at immediately or, in the end case of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Term RFR Loans or Eurodollar Fixed Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Daily Simple RFR Loan, if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice, the Borrowers shall be deemed to have elected clause (1) above; provided, further that, with respect to any Eurodollar Fixed Rate Loan or Term RFR Loan, if no election is made by the Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Eurodollar Fixed Rate Loan or Term RFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.1411.6. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the CompanyAdministrative ▇▇▇▇▇▇▇▇’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Administrative Borrower may revoke any pending request for a Term SOFR Borrowing borrowing of, conversion to or continuation of Term SOFR Loans, RFR Loans or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ EURIBOR Loans, in each case, 166 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Approved Currency and, failing that, (AA)(I) in the case of any request for any affected Term SOFR BorrowingRFR Loans denominated in Dollars, if applicable, the Borrowers Administrative Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (BII) in the case of any request for any affected Eurocurrency Rate BorrowingRFR Loan or EURIBOR Loan in each case, in an Alternate Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AB)(I) any outstanding affected Term SOFR LoansRFR Loans denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period, Period and (BII) any outstanding affected Eurocurrency Term Rate RFR Loans or EURIBOR Loans, in each case, denominated in an Alternate Currency, at the Borrowers’ Administrative Borrower’s election, shall either (Ii) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Alternate Currency) immediately or, in the case of Term RFR Loans or EURIBOR Loans, at the end of the applicable Interest Period or (IIii) be prepaid in full immediately or, in the case of Term RFR Loans or EURIBOR Loans, at the end of the applicable Interest Period; provided that, (C) with respect to any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans Simple RFR Loan denominated in Dollars an Alternate Currency, if no election is made by the Administrative Borrower by the date that is three (in an amount equal to 3) Business Days after receipt by the Dollar Equivalent Administrative Borrower of such Alternative Currencynotice, the Administrative Borrower shall be deemed to have elected clause (i) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodabove; provided, further that, with respect to any Eurocurrency Rate EURIBOR Loan or Term ▇▇▇▇▇ RFR Loan, if no election is made by the Borrowers Administrative Borrower by the earlier of (x) the date that is three (3) Business Days after receipt by the Company Administrative Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate EURIBOR Loan or Term RFR Loan, the Borrowers Administrative Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(Ii) above, as applicable. Upon any such prepayment or conversion, the Borrowers Administrative Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.13. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Companyany Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given BenchmarkPeriod, (i) the Borrowers such Borrower may revoke any pending request for a Term SOFR Borrowing ofLoan bearing interest based on the Euro-Rate or EURIBOR Rate, as applicable, conversion to or continuation of Term SOFR LoansLoans bearing interest based on the Euro-Rate or EURIBOR Rate, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ Loans, in each caseas applicable, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (i) (A) in the case of any request for any affected Term SOFR Borrowinga Euro-Rate Loan in Dollars, if applicable, the Borrowers such Borrower will be deemed to have converted any such request into a request for an ABR Borrowing a Loan or conversion to ABR Loans in bearing interest under the amount specified therein, Base Rate Option and (B) in the case of any request for any affected Eurocurrency a Euro-Rate Borrowing, if applicableLoan or EURIBOR Rate Loan in an Optional Currency, then such request shall be ineffective and (Cii) in the case of any request for any affected Term ▇▇▇▇▇ Borrowing, if applicable, then such request shall be ineffective and (ii)(AA) any outstanding affected Term SOFR Loans, if applicable, Euro-Rate Loans denominated in Dollars will be deemed to have been converted into ABR Loans bearing interest under the Base Rate Option at the end of the applicable Interest Period, Period and (B) any outstanding affected Eurocurrency Term Euro-Rate LoansLoans or EURIBOR Rate Loans denominated in an Optional Currency, at the Borrowers’ such Borrower’s election, shall either (I1) be converted into ABR Loans bearing interest under the Base Rate Option denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Optional Currency) at the end of the applicable Interest Period or (II2) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid in full, or (D) any outstanding affected Term ▇▇▇▇▇ Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Periodfull; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ Loan, provided that if no election is made by the Borrowers such Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company such Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Euro-Rate Loan or EURIBOR Rate Loan, the Borrowers such Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.14. During a any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the 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 CompanyBorrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers Borrower may revoke any pending request for a Term SOFR an RFR Borrowing of, conversion to or continuation of Term SOFR RFR Loans, or a Eurocurrency Rate CDOR Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ CDOR Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrowers Borrower will be deemed to have converted any such request into a request for an ABR Borrowing or conversion to ABR Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate BorrowingRFR Borrowing in an Alternative Currency, if applicable, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ or CDOR Borrowing, if applicablein each case, then such request shall be ineffective and (ii)(A) 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, Period and (B) any outstanding affected Eurocurrency Term Rate RFR Loans denominated in an Alternative Currency or CDOR Loans, in each case, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (II) be prepaid in full at the end of the applicable Interest Period, (C) any outstanding affected Eurocurrency Daily Rate Loans, at the Borrowers’ Borrower’s election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected Term ▇▇▇▇▇ the case of CDOR Loans, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Canadian Dollars) at the end of the applicable Interest Period or (II) be prepaid in full immediately or, in the case of CDOR Loans, at the end of the applicable Interest Period; provided that, with respect to any Daily Simple RFR Loan, if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (I) above; provided, further that, with respect to any Eurocurrency Rate Loan or Term ▇▇▇▇▇ CDOR Loan, if no election is made by the Borrowers Borrower by the earlier of (x) the date that is three Business Days after receipt by the Company Borrower of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Rate CDOR Loan, the Borrowers Borrower shall be deemed to have elected clause (B)(I), (C)(I) or (D)(II) above, as applicable. Upon any such prepayment or conversion, the Borrowers Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.142.16. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

Benchmark Unavailability Period. Upon the Company’s Borrowers' receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrowers may revoke any pending request for a Term SOFR an applicable Borrowing of, conversion to or continuation of Term SOFR Loans, or a Eurocurrency Rate Borrowing of, conversion to or continuation of Eurocurrency Rate Loans, or a Term ▇▇▇▇▇ Borrowing of, conversion to or continuation of Term ▇▇▇▇▇ applicable Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated in the applicable currency and, failing that, (Ai)(A) in the case of any request for any an affected Term SOFR BorrowingBorrowing or a Loan, in each case, in Dollars, if applicable, the Borrowers will be deemed to have converted any such request into a request for an ABR a Borrowing of or conversion to ABR Base Rate Loans in the amount specified therein, therein and (B) in the case of any request for any affected Eurocurrency Rate BorrowingBorrowing or Loan, if applicablein each case, then such request shall be ineffective and (C) in the case of any request for any affected Term ▇▇▇▇▇ Borrowingan Alternative Currency, if applicable, then such request shall be ineffective and (ii)(A) any outstanding affected Term SOFR Loans or Loans, in each case, denominated in Dollars, if applicable, will be deemed to have been converted into ABR Base Rate Loans at the end of the applicable Interest Periodimmediately or, (B) any outstanding affected Eurocurrency Term Rate Loansif permitted, at the Borrowers’ election, shall either (I) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or and (II) be prepaid in full at the end of the applicable Interest Period, (CB) any outstanding affected Eurocurrency Daily Rate Loans, in each case, denominated in an Alternative Currency, at the Borrowers’ ' election, shall either (I1) be converted into ABR Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately or (II) be prepaid or, in full, or (D) any outstanding affected the case of Alternative Currency Term ▇▇▇▇▇ 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 Canadian Dollars) at the end of the applicable Interest Period or (II2) be prepaid in full immediately or, in the case of Alternative Currency Term Rate Loans, at the end of the applicable Interest Period; provided, further provided that, with respect to any Eurocurrency Alternative Currency Term Rate Loan or Term ▇▇▇▇▇ SOFR Loan, if no election is made by the Borrowers by the earlier of (x) the date that is three Business Days after receipt by the Company Borrowers of such notice and (y) the last day of the current Interest Period for the applicable Eurocurrency Alternative Currency Term Rate Loan or Term SOFR Loan, the Borrowers shall be deemed to have elected clause (B)(I), (C)(I) or (D)(I1) above, as applicable. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.144.05. During a Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.. 76 ▇▇▇▇-▇▇▇▇-▇▇▇▇ v.54890-8208-0090 v.3