Common use of SOFR Election Clause in Contracts

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the SOFR Option by notifying Agent prior to 12:00 noon at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a SOFR Notice received by Agent before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Agent shall provide a notice thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as Cash Collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Agent has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iv) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five SOFR Loans in effect at any given time. Borrowers may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000.

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Borrowers have not received a notice from Agent or Revolving Agent (solely in the case of Revolving Loans) (which notice Agent or Revolving Agent, as applicable, may elect to give or not give in its discretion unless Agent or Revolving Agent, as applicable, is directed to give such notice by Required Lenders or the Required Revolving Lenders (solely in the case of Revolving Loans), in which case, it shall give the notice to Borrowers and with respect to Revolving Loans, the Revolving Agent), after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, to terminate the right of Borrowers to exercise the SOFR Option during the continuance of such Event of Default, elect to exercise the SOFR Option by notifying Agent or Revolving Agent (with, if in with respect to Revolving Loans, a copy of such notice to the Revolving Agent) prior to 12:00 noon 2:00 p.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “"SOFR Deadline”"). Notice of Borrowers’ ' election of the SOFR Option for a permitted portion of the Revolving Loans or the Term Loan and an Interest Period pursuant to this Section shall be made by delivery to Agent or Revolving Agent of a SOFR Notice (and with respect to Revolving Loans, the Revolving Agent) received by Agent or Revolving Agent, as applicable, before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Agent or Revolving Agent, as applicable, shall provide a notice thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Agent, Revolving Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent, Revolving Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “"Funding Losses”"). (iii) A certificate of Agent Agent, Revolving Agent, or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent Agent, Revolving Agent, or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent, Revolving Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent or Revolving Agent, as applicable, may, in its sole discretion at the request of BorrowersBorrowers but with Revolving Agent's consent with respect to Revolving Loans, hold the amount of such payment as Cash Collateral cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Agent or Revolving Agent, as applicable, has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent or Revolving Agent, as applicable, does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iv) Unless Agent and Revolving Agent, in its their sole discretion, each agrees otherwise, Borrowers shall have not more than five SOFR Loans in effect at any given time. Borrowers may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000.

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Borrowers have not received a notice from Agent (which notice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by the Required Lenders, in which case, it shall give the notice to Borrowers), after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, to terminate the right of Borrowers to exercise the SOFR Option during the continuance of such Event of Default, elect to exercise the SOFR Option by notifying Agent prior to 12:00 noon 11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a SOFR Notice received by Agent before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Agent shall provide a notice thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) . A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as Cash Collateral cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Agent has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iviii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five 10ten SOFR Loans in effect at any given time. Borrowers may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000.

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Borrowers have not received a notice from Agent (which notice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by Required Lenders, in which case, it shall give the notice to Borrowers), after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, to terminate the right of Borrowers to exercise the SOFR Option during the continuance of such Event of Default, elect to exercise the SOFR Option by notifying Agent prior to 12:00 noon 2:00 p.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans or the FILO Term Loan and an Interest Period pursuant to this Section shall be made by delivery to Agent of a SOFR Notice received by Agent before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Agent shall provide a notice thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as Cash Collateral cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Agent has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. Notwithstanding anything contained herein, if any “LIBOR Rate Loans” (as defined in the Existing Credit Agreement) are outstanding on or immediately prior to the Closing Date under the terms of the Existing Credit Agreement, (i) such LIBOR Rate Loans (as defined in the Existing Credit Agreement) shall be automatically converted to Base Rate Loans hereunder on the Closing Date and (ii) the terms of the Existing Credit Agreement related to such conversion of LIBOR Rate Loans (as defined in the Existing Credit Agreement) prior to the last day of the Interest Period (as defined in the Existing Credit Agreement) thereof, shall continue in full force and effect such that each Borrower shall continue to indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses (as defined in the Existing Credit Agreement) in accordance with Section 2.12 (b)(ii) of the Existing Credit Agreement. (iv) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five SOFR Loans in effect at any given time. Borrowers may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000.

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Borrowers have not received a notice from Agent (which notice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by the Required Lenders, in which case, it shall give the notice to Borrowers), after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, to terminate the right of Borrowers to exercise the SOFR Option during the continuance of such Event of Default, elect to exercise the SOFR Option by notifying Agent prior to 12:00 noon 1:00 p.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a SOFR Notice received by Agent before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Agent shall provide a notice thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as Cash Collateral cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Agent has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iv) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five SOFR Loans in effect at any given time. Borrowers may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000.

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, and the Required Lenders have not elected pursuant to Section 2.13(a) to prohibit Term SOFR Loans, elect to exercise the SOFR Option by notifying Agent prior to 12:00 noon 11:00 a.m. at least three U.S. Government Securities (3) Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a SOFR Notice received by Agent before the SOFR Deadline, or by electronic notice received by Agent before the SOFR Deadline (to be confirmed by delivery to Agent of a SOFR Notice received by Agent prior to 5:00 p.m. on the same day). Promptly upon its receipt of each such SOFR Notice, Agent shall provide a notice copy thereof to each of the affected Lenders. (ii) . Each SOFR Notice shall be irrevocable and binding on the Borrowers. . (ii) In connection with each Term SOFR Loan, each Borrower of such Revolving Loan shall indemnify, defend, and hold Agent and the Lenders harmless against any actual loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any applicable Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any Term SOFR Loan on a date that is not the last day of the Interest Period or the date otherwise specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) . A certificate of Agent or a Lender delivered to the Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 2.13 shall be conclusive absent manifest error. The Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its their receipt of such certificate. If a payment of a any Term SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of the Borrowers, hold the amount of such payment as Cash Collateral cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable Term SOFR Loan on such last day of such Interest Periodday, it being agreed that Agent has no obligation to so defer the application of payments to any Term SOFR Loan and that, in the event that Agent does not defer such application, the Borrowers shall be obligated to pay any resulting Funding Losses. (iviii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five twenty (20) Term SOFR Loans in effect at any given time. Borrowers may only exercise the SOFR Option for proposed Term SOFR Loans of at least $1,000,0001,000,000 (and integral multiples of $500,000 in excess thereof).

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuingcontinuing unless consented to by Agent, elect to exercise the SOFR Option by notifying Agent prior to 12:00 noon 1:00 p.m. at least three (3) U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a SOFR Notice received by Agent before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Agent shall provide a notice copy thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 thirty (30) days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as Cash Collateral cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Agent has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iv) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five seven (7) SOFR Loans in effect at any given time. Borrowers may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000.

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Borrowers have not received a notice from Agent or Revolving Agent (solely in the case of Revolving Loans) (which notice Agent or Revolving Agent, as applicable, may elect to give or not give in its discretion unless Agent or Revolving Agent, as applicable, is directed to give such notice by Required Lenders or the Required Revolving Lenders (solely in the case of Revolving Loans), in which case, it shall give the notice to Borrowers and with respect to Revolving Loans, the Revolving Agent), after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, to terminate the right of Borrowers to exercise the SOFR Option during the continuance of such Event of Default, elect to exercise the SOFR Option by notifying Agent or Revolving Agent (with, if in with respect to Revolving Loans, a copy of such notice to the Revolving Agent) prior to 12:00 noon 2:00 p.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans or the Term Loan and an Interest Period pursuant to this Section shall be made by delivery to Agent or Revolving Agent of a SOFR Notice (and with respect to Revolving Loans, the Revolving Agent) received by Agent or Revolving Agent, as applicable, before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Agent or Revolving Agent, as applicable, shall provide a notice thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Agent, Revolving Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent, Revolving Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) A certificate of Agent Agent, Revolving Agent, or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent Agent, Revolving Agent, or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent, Revolving Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent or Revolving Agent, as applicable, may, in its sole discretion at the request of BorrowersBorrowers but with Revolving Agent’s consent with respect to Revolving Loans, hold the amount of such payment as Cash Collateral cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Agent or Revolving Agent, as applicable, has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent or Revolving Agent, as applicable, does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iv) Unless Agent and Revolving Agent, in its their sole discretion, each agrees otherwise, Borrowers shall have not more than five SOFR Loans in effect at any given time. Borrowers may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000.

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Borrowers have not received a notice from Agent (which notice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by the Required Lenders, in which case, it shall give the notice to Borrowers), after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, to terminate the right of Borrowers to exercise the SOFR Option during the continuance of such Event of Default, elect to exercise the SOFR Option by notifying Agent prior to 12:00 noon 11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans Advances and an Interest Period pursuant to this Section shall be made by delivery to Agent of a SOFR Notice received by Agent DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 23 before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Agent shall provide a notice thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as Cash Collateral cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Agent has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iv) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five seven (7) SOFR Loans in effect at any given time. Borrowers only may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000.

SOFR Election. (i) Borrowers Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the SOFR Option by notifying Agent prior to 12:00 noon 2:00 p.m. at least three 3 U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ ▇▇▇▇▇▇▇▇’s election of the SOFR Option for a permitted portion of the Revolving Loans Advances and an Interest Period pursuant to this Section shall be made by delivery to Agent of a SOFR Notice received by Agent before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Agent shall provide a notice copy thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on BorrowersBorrower. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) . A certificate of Agent or a Lender delivered to Borrowers Borrower setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 2.13 shall be conclusive absent manifest error. Borrowers Borrower shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as Cash Collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Agent has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iviii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers Borrower shall have not more than five 5 SOFR Loans in effect at any given time. Borrowers Borrower only may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000500,000 and integral multiples of $500,000.

SOFR Election. (i) Borrowers may, at any time and from time to time, so long as no Borrowers have not received a notice from Administrative Agent (which notice Administrative Agent may elect to give or not give in its discretion unless Administrative Agent is directed to give such notice by the Required Lenders, in which case, it shall give the notice to Borrowers), after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, to terminate the right of Borrowers to exercise the SOFR Option during the continuance of such Event of Default, elect to exercise the SOFR Option by notifying Administrative Agent prior to 12:00 noon 2:00 p.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “SOFR Deadline”). Notice of Borrowers’ election of the SOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section shall be made by delivery to Administrative Agent of a SOFR Notice received by Administrative Agent before the SOFR Deadline. Promptly upon its receipt of each such SOFR Notice, Administrative Agent shall provide a notice thereof to each of the affected Lenders. (ii) Each SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each SOFR Loan, each Borrower shall indemnify, defend, and hold Administrative Agent and the Lenders harmless against any loss, cost, or expense (other than Taxes, which shall be governed by Section 2.18) actually incurred by Administrative Agent or any Lender as a result of of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), , (B) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, or or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). (iii) A certificate of Administrative Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Administrative Agent or such Lender is entitled to receive pursuant to this Section 2.12 2.25 shall be conclusive absent manifest error. Borrowers shall pay such amount to Administrative Agent or the such Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a SOFR Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Administrative Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as Cash Collateral cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable SOFR Loan on such last day of such Interest Period, it being agreed that Administrative Agent has no obligation to so defer the application of payments to any SOFR Loan and that, in the event that Administrative Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iv) Unless AgentAfter giving effect to all Borrowings, in its sole discretionall conversions of Loans from one Type to the other, agrees otherwiseand all continuations of Loans as the same Type, Borrowers there shall have not be more than five SOFR Loans 15 Interest Periods in effect at any given time. Borrowers may only exercise the SOFR Option for proposed SOFR Loans of at least $1,000,000with respect to all Loans.