Common use of LIBORSOFR Election Clause in Contracts

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as 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, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of Default, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR Deadline”). Notice of Borrowers’ election of the LIBORSOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline. Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice thereof to each of the affected Lenders. (ii) Each LIBORSOFR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR RateSOFR 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 LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any LIBORSOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). 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 LIBOR RateSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 .

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as 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 no Event of Default, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of DefaultDefault has occurred and is continuing, elect to exercise the LIBORSOFR <LIBOR>SOFR Option by notifying Agent prior to 12:00 noon11:00 11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR "<LIBOR>SOFR Deadline”"). Notice of Borrowers’ ' election of the LIBORSOFR <LIBOR>SOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR <LIBOR>SOFR Notice received by Agent before the LIBORSOFR <LIBOR>SOFR Deadline. Promptly upon its receipt of each such LIBORSOFR <LIBOR>SOFR Notice, Agent shall provide a copynotice <copy>notice thereof to each of the affected Lenders. (ii) Each LIBORSOFR <LIBOR>SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each <LIBOR RateSOFR Rate>SOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any <LIBOR RateSOFR Rate>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 <LIBOR RateSOFR Rate>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 <LIBOR RateSOFR Rate>SOFR Loan on the date specified in any LIBORSOFR <LIBOR>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 LIBOR RateSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 .

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as 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 no Event of Default, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of DefaultDefault has occurred and is continuing, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 11:00 a.m. at least three 1three U.S. Government Securities Business Days DayDays prior to the commencement of the proposed Interest Period (the “"LIBORSOFR Deadline”"). Notice of Borrowers’ ' election of the LIBORSOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. on the same day). Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice thereof to each of the affected Lenders. (ii) Each LIBORSOFR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR RateSOFR 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 LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any LIBORSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 .

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as Borrowers no Event of Default has occurred and is continuing, and the Required Lenders have not received a notice from Agent (which notice Agent may elect elected pursuant to give or not give in its discretion unless Agent is directed Section 2.13(a) 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, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of Defaultprohibit LIBOR RateTerm SOFR Loans, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 11:00 a.m. at least three U.S. Government Securities (3) Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR Deadline”). Notice of Borrowers’ election of the LIBORSOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline, or by electronic notice received by Agent before the LIBORSOFR Deadline (to be confirmed by delivery to Agent of a LIBORSOFR Notice received by Agent prior to 5:00 p.m. on the same day). Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice copy thereof to each of the affected Lenders. (ii) . Each LIBORSOFR Notice shall be irrevocable and binding on the Borrowers. . (ii) In connection with each LIBOR RateSOFR RateTerm 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 actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any applicable LIBOR RateSOFR RateTerm 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 LIBOR RateSOFR RateTerm 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 LIBOR RateSOFR RateTerm SOFR Loan on a date that is not the last day of the Interest Period or the date otherwise specified in any LIBORSOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). 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 LIBOR RateSOFR RateTerm 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 in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable LIBOR RateSOFR RateTerm 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 LIBOR RateSOFR RateTerm 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. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 ten (10) LIBOR RateSOFR Ratetwenty (20) Term SOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR RateTerm SOFR Loans of at least $5,000,0001,000,000 1,000,000 (and integral multiples of $500,000 in excess thereof).

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as 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, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of Default, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR Deadline”). Notice of Borrowers’ election of the LIBORSOFR Option for a permitted portion of the Revolving Loans Loan and an Interest Period pursuant to this Section 2.12 2.8(b) shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline. Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice copy thereof to each of the affected Lenders. (ii) Each LIBORSOFR Notice shall be irrevocable and binding on Borrowers. In connection with each a LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any such LIBOR RateSOFR 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 such LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any such LIBOR RateSOFR Loan on the date specified in any LIBORSOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). 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 2.8 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 LIBOR RateSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agentthe Required Lenders, in its their sole discretion, agrees agree otherwise, Borrowers shall have not more than 10 two LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 .

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as 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 no Event of Default, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of DefaultDefault has occurred and is continuing, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 2:00 p.m11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR Deadline”). Notice of Borrowers’ election of the LIBORSOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline. Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice thereof to each of the affected Lenders. (ii) Each LIBORSOFR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR RateSOFR 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 LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any LIBORSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 .​ ​ ​

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as 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, to terminate the right of Borrowers to exercise the LIBORSOFR <LIBOR>SOFR Option during the continuance of such Event of Default, elect to exercise the LIBORSOFR <LIBOR>SOFR Option by notifying Agent prior to 12:00 noon11:00 a.m. 2:00 p.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR LEGAL_US_W # 82509300.31 "<LIBOR>SOFR Deadline”"). Notice of Borrowers’ ' election of the LIBORSOFR <LIBOR>SOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR <LIBOR>SOFR Notice received by Agent before the LIBORSOFR <LIBOR>SOFR Deadline. Promptly upon its receipt of each such LIBORSOFR <LIBOR>SOFR Notice, Agent shall provide a copynotice copy thereof to each of the affected Lenders. (ii) Each LIBORSOFR <LIBOR>SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each <LIBOR RateSOFR Rate>SOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any <LIBOR RateSOFR Rate>SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of the occurrence and continuation of an Event of Default), (B) the conversion of any <LIBOR RateSOFR Rate>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 <LIBOR RateSOFR Rate>SOFR Loan on the date specified in any LIBORSOFR <LIBOR>SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “"Funding Losses”"). 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 <LIBOR RateSOFR Rate>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 <LIBOR RateSOFR Rate>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 <LIBOR RateSOFR Rate>SOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 five <LIBOR RateSOFR Rate>SOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR <LIBOR>SOFR Option for proposed <LIBOR RateSOFR Rate>SOFR Loans of at least $5,000,0001,000,000 1,000,000.

LIBORSOFR Election. (i) Borrowers Borrower may, at any time and from time to time, so long as Borrowers have Borrower has not received a notice from Administrative Agent (which notice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by at the direction of 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, to terminate the right of Borrowers Borrower to exercise the LIBORSOFR Option during the continuance of such Event of Default, elect to exercise the LIBORSOFR Option as to LIBOR RateSOFR Loans by notifying Administrative Agent prior to 12:00 noon11:00 11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR Deadline”). Notice of Borrowers’ ▇▇▇▇▇▇▇▇’s election of the LIBORSOFR Option as to LIBOR RateSOFR Loans for a permitted portion of the Revolving Term Loans and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Administrative Agent of a LIBORSOFR Committed Term Loan Notice received by Administrative Agent before the LIBORSOFR Deadline. Promptly upon its receipt of each such LIBORSOFR Committed Term Loan Notice, Administrative Agent shall provide a copynotice copy thereof to each of the affected Lenders. (ii) Each LIBORSOFR Committed Term Loan Notice shall be irrevocable and binding on BorrowersBorrower. In connection with each LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Administrative Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Administrative Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR RateSOFR 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 LIBOR RateSOFR Loan Loan, other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any LIBORSOFR Committed Term Loan Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). A certificate of Administrative Agent or a Lender delivered to Borrowers Borrower 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 shall be conclusive absent manifest error. Borrowers Borrower shall pay such amount to Administrative 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 LIBOR RateSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless the BXC Representative and the Administrative Agent, in its each of their sole discretion, agrees agree otherwise, Borrowers Borrower shall have not more than 10 three (3) LIBOR RateSOFR Loans in effect at any given time. Borrowers Borrower may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 1,000,000.

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as 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 no Event of Default, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of DefaultDefault has occurred and is continuing, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR Deadline”). Notice of Borrowers’ election of the LIBORSOFR Option for a permitted portion of the Revolving Loans and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline. Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice thereof to each of the affected Lenders. (ii) Each LIBORSOFR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR RateSOFR 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 LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any LIBORSOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). 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 LIBOR RateSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 five LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 1,000,000.

LIBORSOFR Election. (i) US Borrowers may, at any time and from time to time, so long as 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 no Event of Default, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of DefaultDefault has occurred and is continuing, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 11:00 a.m. at least three (3) U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR Deadline”). Notice of Borrowers’ election of the LIBORSOFR Option by the applicable US Borrowers for a permitted portion of the US Revolving Loans and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline. Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice copy thereof to each of the affected Lenders. (ii) Each LIBORSOFR Notice shall be irrevocable and binding on the applicable US Borrowers. In connection with each LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the applicable Lenders harmless against any loss, cost, or expense actually incurred by Agent or any such Lender as a result of (A) the payment or required assignment of any principal of any LIBOR RateSOFR 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 LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any LIBORSOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). . (iii) A certificate of Agent or a Lender delivered to the applicable US 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. The applicable US 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 LIBOR RateSOFR 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 applicable US Borrowers, hold the amount of such payment as cash collateral in support of the US Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, the applicable Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 .

LIBORSOFR Election. (i) Borrowers Administrative Borrower may, at any time and from time to time, so long as 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 no Event of Default, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of DefaultDefault has occurred and is continuing, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 a.m. 1:00 p.m. (Chicago time) at least three 3three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR Deadline”). Notice of Borrowers’ Administrative ▇▇▇▇▇▇▇▇’s election of the LIBORSOFR Option for a permitted portion of the Revolving Loans Advances and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline. Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice thereof to each of the affected Lenders. (ii) Each LIBORSOFR Notice shall be irrevocable and binding on Borrowerseach BorrowerBorrowers. In connection with each LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR RateSOFR 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 LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any LIBORSOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). . (iii) A certificate of Agent or a Lender delivered to Borrowers setting forth the calculation in reasonable detail of any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest or demonstrable 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 LIBOR RateSOFR 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 BorrowersAdministrative Borrower, 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. Neither Agent nor any Lender shall be entitled to recover under this Section losses, costs or expenses incurred by Agent or such Lender as a result of the bad faith, gross negligence or willful misconduct of Agent or such Lender, as applicable. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 .

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as 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 no Event of Default, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of DefaultDefault has occurred and is continuing, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 a.m. 1:00 p.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “LIBORSOFR Deadline”). Notice of Borrowers’ election of the LIBORSOFR Option for a permitted portion of the Revolving Loans or the Term Loan and an Interest Period pursuant to this Section 2.12 2.12(b) shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline. Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice copy thereof to each of the affected Lenders. (ii) Each LIBORSOFR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR RateSOFR 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 LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any LIBORSOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). 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 LIBOR RateSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 .87 125672876_9

LIBORSOFR Election. (i) Borrowers may, at any time and from time to time, so long as 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 no Event of Default, to terminate the right of Borrowers to exercise the LIBORSOFR Option during the continuance of such Event of DefaultDefault has occurred and is continuing, elect to exercise the LIBORSOFR Option by notifying Agent prior to 12:00 noon11:00 11:00 a.m. at least three U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “"LIBORSOFR Deadline”"). Notice of Borrowers’ ' election of the LIBORSOFR Option for a permitted portion of the Revolving Loans Advances and an Interest Period pursuant to this Section 2.12 shall be made by delivery to Agent of a LIBORSOFR Notice received by Agent before the LIBORSOFR Deadline. Promptly upon its receipt of each such LIBORSOFR Notice, Agent shall provide a copynotice thereof to each of the affected Lenders. (ii) . Each LIBORSOFR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR RateSOFR Loan, each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment or required assignment of any principal of any LIBOR RateSOFR 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 LIBOR RateSOFR Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR RateSOFR Loan on the date specified in any LIBORSOFR Notice delivered pursuant hereto (such losses, costs, or expenses, “"Funding Losses”"). A certificate of Funding Losses shall, with respect to Agent or a Lender delivered any Lender, be deemed to Borrowers setting forth in reasonable detail any equal the amount or amounts that determined by 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 Lenderexcess, as applicableif any, within 30 days of the date of its receipt of such certificate. If a payment of a LIBOR RateSOFR 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 LIBOR RateSOFR 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 LIBOR RateSOFR Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than 10 LIBOR RateSOFR Loans in effect at any given time. Borrowers may only exercise the LIBORSOFR Option for proposed LIBOR RateSOFR Loans of at least $5,000,0001,000,000 .of