Common use of Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances Clause in Contracts

Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. (New York time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance denominated in U.S. Dollars hereunder. All Revolving Advances denominated in U.S. Dollars shall be funded into the U.S. Funding Account. Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. (New York time) on a Business Day of a Borrower’s request to incur, on a day that is at least five (5) Business Days after such request, a Revolving Advance denominated in Canadian Dollars hereunder at the CDOR Rate. All Revolving Advances denominated in Canadian Dollars shall be funded into the Canadian Funding Account. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this Agreement, become due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable. If the Borrowers enter into a separate written agreement with Agent regarding Agent’s auto-advance service, then each Advance made pursuant to such service (including Advances made for the payment of interest, fees, charges or obligations) shall be deemed an irrevocable request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such auto-advance is made. (b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a LIBORTerm SOFR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later than 1:00 p.m. (New York time) on the day which is three (3) Business Days prior to the date such LIBORTerm SOFR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of $100,000 and in integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor, as applicable. Interest Periods for LIBORTerm SOFR Rate Loans shall be for one, two or three or six months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Any Interest Period that begins on the last Business Day of a calendar month (or a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. Upon and after the occurrence of an Event of Default and during the continuation thereof, at the option of Agent or at the direction of the Required Lenders, no LIBORTerm SOFR Rate Loan shall be made available to any Borrower.Upon the commencement of a Canadian Cash Dominion Period, at the option of Agent or at the direction of the Required Lenders, no CDOR Rate Loan shall be made available to any Borrower and all CDOR Rate Loans shall be converted to Domestic Rate Loans. After giving effect to each requested LIBORTerm SOFR Rate Loan, including those which are converted from a Domestic ​ Rate Loan under Section 2.2(e) below, there shall not be outstanding more than five (5) LIBORTerm SOFR Rate Loans, in the aggregate at any time. (c) Each Interest Period of a LIBORTerm SOFR Rate Loan shall commence on the date such LIBORTerm SOFR Rate Loan is made, as applicable, and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore U.S. Dollar and no Interest Period shall end after the last day of the Term. (d) Borrowing Agent shall elect the initial Interest Period applicable to a LIBORTerm SOFR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 1:00 p.m. (New York time) on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBORTerm SOFR Rate Loan. If Agent does not receive timely notice of the succeeding Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such LIBORTerm SOFR Rate Loan to a Domestic Rate Loan as of the last day of the Interest Period applicable to such LIBORTerm SOFR Rate Loan. (e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBORTerm SOFR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such LIBORTerm SOFR Rate Loan into a Domestic Rate Loan, provided that any conversion of a LIBORTerm SOFR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBORTerm SOFR Rate Loan, as applicable. If Borrowing Agent desires to convert a LIBORTerm SOFR Rate Loan or Domestic Rate Loan, Borrowing Agent shall give Agent written notice by no later than 1:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a LIBORTerm SOFR Rate Loan or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBORTerm SOFR Rate Loan) with respect to a conversion from a LIBORTerm SOFR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the LIBORTerm SOFR Rate Loan(s), or Domestic Rate Loan(s) to be converted and if the conversion is to a LIBORTerm SOFR Rate Loan, the duration of the first Interest Period therefor. (f) At its option and upon written notice given prior to 1:00 p.m. at least three (3) Business Days prior to the date of such prepayment (or such shorter notice as Agent may agree), Borrowers may, subject to Section 2.2(g) below, prepay the LIBORTerm SOFR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrowing Agent shall specify the date of prepayment of Advances which are LIBORTerm SOFR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBORTerm SOFR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrowers shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof. ​ (g) Each Loan Party shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBORTerm SOFR Rate Loan or CDOR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBORTerm SOFR Rate Loan or CDOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its LIBORTerm SOFR Rate Loans or CDOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence (with backup calculation in reasonable detail) submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error. (h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any LIBORTerm SOFR Rate Loans or CDOR Rate Loans, as applicable) to make or maintain its LIBORTerm SOFR Rate Loans or CDOR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBORTerm SOFR Rate Loans or CDOR Rate Loans, as applicable, hereunder shall forthwith be cancelled and Borrowers shall, if any affected LIBORTerm SOFR Rate Loans or CDOR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected LIBORTerm SOFR Rate Loans or CDOR Rate Loans or convert (x) such affected LIBORTerm SOFR Rate Loans into Domestic Rate Loans or (y) such affected CDOR Rate Loans into Canadian Base Rate Loans. If any such payment or conversion of any LIBORTerm SOFR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBORTerm SOFR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence (with backup calculation in reasonable detail) submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error. (i) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire LIBORTerm SOFR deposits or bankers’ acceptances to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBORTerm SOFR Rate or CDOR Rate, as applicable.The provisions set forth herein shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the LIBORTerm SOFR Rate by acquiring LIBORSOFR deposits for each Interest Period in the amount of the LIBORTerm SOFR Rate Loans.

Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. (New York time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance denominated in U.S. Dollars hereunder. All Revolving Advances denominated in U.S. Dollars shall be funded into the U.S. Funding Account. Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. (New York time) on a Business Day of a Borrower’s request to incur, on a day that is at least five (5) Business Days after such request, a Revolving Advance denominated in Canadian Dollars hereunder at the CDOR Rate. All Revolving Advances denominated in Canadian Dollars shall be funded into the Canadian Funding Account. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this Agreement, become due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable. If the Borrowers enter into a separate written agreement with Agent regarding Agent’s auto-advance service, then each Advance made pursuant to such service (including Advances made for the payment of interest, fees, charges or obligations) shall be deemed an irrevocable request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such auto-advance is made. (b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a LIBORTerm Term SOFR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later than 1:00 p.m. (New York time) on the day which is three (3) Business Days prior to the date such LIBORTerm Term SOFR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of $100,000 and in integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor, as applicable. Interest Periods for LIBORTerm Term SOFR Rate Loans shall be for one, two or three or six months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Any Interest Period that begins on the last Business Day of a calendar month (or a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. Upon and after the occurrence of an Event of Default and during the ​ ​ continuation thereof, at the option of Agent or at the direction of the Required Lenders, no LIBORTerm Term SOFR Rate Loan shall be made available to any Borrower.. Upon the commencement of a Canadian Cash Dominion Period, at the option of Agent or at the direction of the Required Lenders, no CDOR Rate Loan shall be made available to any Borrower and all CDOR Rate Loans shall be converted to Domestic Rate Loans. After giving effect to each requested LIBORTerm Term SOFR Rate Loan, including those which are converted from a Domestic ​ Rate Loan under Section 2.2(e) below, there shall not be outstanding more than five (5) LIBORTerm Term SOFR Rate Loans, in the aggregate at any time. (c) Each Interest Period of a LIBORTerm Term SOFR Rate Loan shall commence on the date such LIBORTerm Term SOFR Rate Loan is made, as applicable, and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore U.S. Dollar and no Interest Period shall end after the last day of the Term. (d) Borrowing Agent shall elect the initial Interest Period applicable to a LIBORTerm Term SOFR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 1:00 p.m. (New York time) on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBORTerm Term SOFR Rate Loan. If Agent does not receive timely notice of the succeeding Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such LIBORTerm Term SOFR Rate Loan to a Domestic Rate Loan as of the last day of the Interest Period applicable to such LIBORTerm Term SOFR Rate Loan. (e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBORTerm Term SOFR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such LIBORTerm Term SOFR Rate Loan into a Domestic Rate Loan, provided that any conversion of a LIBORTerm Term SOFR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBORTerm Term SOFR Rate Loan, as applicable. If Borrowing Agent desires to convert a LIBORTerm Term SOFR Rate Loan or Domestic Rate Loan, Borrowing Agent shall give Agent written notice by no later than 1:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a LIBORTerm Term SOFR Rate Loan or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBORTerm Term SOFR Rate Loan) with respect to a conversion from a LIBORTerm Term SOFR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the LIBORTerm Term SOFR Rate Loan(s), or Domestic Rate Loan(s) to be converted and if the conversion is to a LIBORTerm Term SOFR Rate Loan, the duration of the first Interest Period therefor. (f) At its option and upon written notice given prior to 1:00 p.m. at least three (3) Business Days prior to the date of such prepayment (or such shorter notice as Agent may agree), Borrowers may, subject to Section 2.2(g) below, prepay the LIBORTerm Term SOFR Rate Loans in ​ ​ whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrowing Agent shall specify the date of prepayment of Advances which are LIBORTerm Term SOFR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBORTerm Term SOFR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrowers shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof. ​. (g) Each Loan Party shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBORTerm Term SOFR Rate Loan or CDOR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBORTerm Term SOFR Rate Loan or CDOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence (with backup calculation in reasonable detail) submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error. (h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans, as applicable) to make or maintain its LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans, as applicable, hereunder shall forthwith be cancelled and Borrowers shall, if any affected LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans or convert (x) such affected LIBORTerm Term SOFR Rate Loans into Domestic Rate Loans or (y) such affected CDOR Rate Loans into Canadian Base Rate Loans. If any such payment or conversion of any LIBORTerm Term SOFR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBORTerm Term SOFR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence (with backup calculation in reasonable detail) submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error. (i) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire LIBORTerm Term SOFR deposits or bankers’ acceptances to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBORTerm Term SOFR Rate or CDOR Rate, as applicable.. The provisions set forth herein shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the LIBORTerm Term SOFR Rate by acquiring LIBORSOFR SOFR deposits for each Interest Period in the amount of the LIBORTerm Term SOFR Rate Loans.. ​ ​

Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. (New York time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance denominated in U.S. Dollars hereunder. All Revolving Advances denominated in U.S. Dollars shall be funded into the U.S. Funding Account. Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. (New York time) on a Business Day of a Borrower’s request to incur, on a day that is at least five (5) Business Days after such request, a Revolving Advance denominated in Canadian Dollars hereunder at the CDOR Rate. All Revolving Advances denominated in Canadian Dollars shall be funded into the Canadian Funding Account. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this Agreement, become due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable. If the Borrowers enter into a separate written agreement with Agent regarding Agent’s auto-advance service, then each Advance made pursuant to such service (including Advances made for ​ the payment of interest, fees, charges or obligations) shall be deemed an irrevocable request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such auto-advance is made. (b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a LIBORTerm SOFR LIBOR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later than 1:00 p.m. (New York time) on the day which is three (3) Business Days prior to the date such LIBORTerm SOFR LIBOR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of $100,000 and in integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor, as applicable. Interest Periods for LIBORTerm SOFR LIBOR Rate Loans shall be for one, two or three or six months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Any Interest Period that begins on the last Business Day of a calendar month (or a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. Upon and after the occurrence of an Event of Default and during the continuation thereof, at the option of Agent or at the direction of the Required Lenders, no LIBORTerm SOFR LIBOR Rate Loan shall be made available to any Borrower.. Upon the commencement of a Canadian Cash Dominion Period, at the option of Agent or at the direction of the Required Lenders, no CDOR Rate Loan shall be made available to any Borrower and all CDOR Rate Loans shall be converted to Domestic Rate Loans. After giving effect to each requested LIBORTerm SOFR LIBOR Rate Loan, including those which are converted from a Domestic ​ Rate Loan under Section 2.2(e) below, there shall not be outstanding more than five (5) LIBORTerm SOFR LIBOR Rate Loans, in the aggregate at any time. (c) Each Interest Period of a LIBORTerm SOFR LIBOR Rate Loan shall commence on the date such LIBORTerm SOFR LIBOR Rate Loan is made, as applicable, and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore U.S. Dollar and no Interest Period shall end after the last day of the Term. (d) Borrowing Agent shall elect the initial Interest Period applicable to a LIBORTerm SOFR LIBOR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 1:00 p.m. (New York time) on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBORTerm SOFR LIBOR Rate Loan. If Agent does not receive timely notice of the succeeding Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such LIBORTerm SOFR LIBOR Rate Loan to a Domestic Rate Loan as of the last day of the Interest Period applicable to such LIBORTerm SOFR LIBOR Rate Loan. (e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBORTerm SOFR LIBOR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such LIBORTerm SOFR LIBOR Rate Loan into a Domestic Rate Loan, provided that any conversion of a LIBORTerm SOFR LIBOR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBORTerm SOFR LIBOR Rate Loan, as applicable. If Borrowing Agent desires to convert a LIBORTerm SOFR LIBOR Rate Loan or Domestic Rate Loan, Borrowing Agent shall give Agent written notice by no later than 1:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a LIBORTerm SOFR LIBOR Rate Loan or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBORTerm SOFR LIBOR Rate Loan) with respect to a conversion from a LIBORTerm SOFR LIBOR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the LIBORTerm SOFR LIBOR Rate Loan(s), or Domestic Rate Loan(s) to be converted and if the conversion is to a LIBORTerm SOFR LIBOR Rate Loan, the duration of the first Interest Period therefor. (f) At its option and upon written notice given prior to 1:00 p.m. at least three (3) Business Days prior to the date of such prepayment (or such shorter notice as Agent may agree), Borrowers may, subject to Section 2.2(g) below, prepay the LIBORTerm SOFR LIBOR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrowing Agent shall specify the date of prepayment of Advances which are LIBORTerm SOFR LIBOR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBORTerm SOFR LIBOR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrowers shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof. ​. (g) Each Loan Party shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBORTerm SOFR LIBOR Rate Loan or CDOR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBORTerm SOFR LIBOR Rate Loan or CDOR Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its LIBORTerm SOFR LIBOR Rate Loans or CDOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence (with backup calculation in reasonable detail) submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error. (h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any LIBORTerm SOFR LIBOR Rate Loans or CDOR Rate Loans, as applicable) to make or maintain its LIBORTerm SOFR LIBOR Rate Loans or CDOR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBORTerm SOFR LIBOR Rate Loans or CDOR Rate Loans, as applicable, hereunder shall forthwith be cancelled and Borrowers shall, if any affected LIBORTerm SOFR LIBOR Rate Loans or CDOR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected LIBORTerm SOFR LIBOR Rate Loans or CDOR Rate Loans or convert (x) such affected LIBORTerm SOFR LIBOR Rate Loans into Domestic Rate Loans or (y) such affected CDOR Rate Loans into Canadian Base Rate Loans. If any such payment or conversion of any LIBORTerm SOFR LIBOR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBORTerm SOFR LIBOR ​ Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence (with backup calculation in reasonable detail) submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error. (i) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire LIBORTerm SOFR LIBOR deposits or bankers’ acceptances to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBORTerm SOFR LIBOR Rate or CDOR Rate, as applicable.. The provisions set forth herein shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the LIBORTerm SOFR LIBOR Rate by acquiring LIBORSOFR LIBOR deposits for each Interest Period in the amount of the LIBORTerm SOFR LIBOR Rate Loans.

Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances. (a) Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. (New York time) on a Business Day of a Borrower’s request to incur, on that day, a Revolving Advance denominated in U.S. Dollars hereunder. All Revolving Advances denominated in U.S. Dollars shall be funded into the U.S. Funding Account. Borrowing Agent on behalf of any Borrower may notify Agent prior to 1:00 p.m. (New York time) on a Business Day of a Borrower’s request to incur, on a day that is at least five (5) Business Days after such request, a Revolving Advance denominated in Canadian Dollars hereunder at the CDOR Rate. All Revolving Advances denominated in Canadian Dollars shall be funded into the Canadian Funding Account. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with Agent or Lenders, or with respect to any other Obligation under this Agreement, become due, the same shall be deemed a request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation, and such request shall be irrevocable. If the Borrowers enter into a separate written agreement with Agent regarding Agent’s auto-advance service, then each Advance made pursuant to such service (including Advances made for the payment of interest, fees, charges or obligations) shall be deemed an irrevocable request for a Revolving Advance maintained as a Domestic Rate Loan as of the date such auto-advance is made. (b) Notwithstanding the provisions of subsection (a) above, in the event any Borrower desires to obtain a LIBORTerm Term SOFR Rate Loan for any Advance (other than a Swing Loan), Borrowing Agent shall give Agent written notice by no later than 1:00 p.m. (New York time) on the day which is three (3) Business Days prior to the date such LIBORTerm Term SOFR Rate Loan is to be borrowed, specifying (i) the date of the proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount of such Advance to be borrowed, which amount shall be in a minimum amount of $100,000 and in integral multiples of $50,000 thereafter, and (iii) the duration of the first Interest Period therefor, as applicable. Interest Periods for LIBORTerm Term SOFR Rate Loans shall be for one, two or three or six months; provided that, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which case the Interest Period shall end on the next preceding Business Day. Any Interest Period that begins on the last Business Day of a calendar month (or a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. Upon and after the occurrence of an Event of Default and during the continuation thereof, at the option of Agent or at the direction of the Required Lenders, no LIBORTerm Term SOFR Rate Loan shall be made available to any Borrower.. Upon the commencement of a Canadian Cash Dominion Period, at the option of Agent or at the direction of the Required Lenders, no CDOR Rate Loan shall be made available to any Borrower and all CDOR Rate Loans shall be converted to Domestic Rate Loans. After giving effect to each requested LIBORTerm Term SOFR Rate Loan, including those which are converted from a Domestic ​ Rate Loan under Section 2.2(e) below, there shall not be outstanding more than five (5) LIBORTerm Term SOFR Rate Loans, in the aggregate at any time.. ​ (c) Each Interest Period of a LIBORTerm Term SOFR Rate Loan shall commence on the date such LIBORTerm Term SOFR Rate Loan is made, as applicable, and shall end on such date as Borrowing Agent may elect as set forth in subsection (b)(iii) above, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the ​ ​ interbank market for offshore U.S. Dollar and no Interest Period shall end after the last day of the Term.. ​ (d) Borrowing Agent shall elect the initial Interest Period applicable to a LIBORTerm Term SOFR Rate Loan by its notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice of conversion given to Agent pursuant to Section 2.2(e), as the case may be. Borrowing Agent shall elect the duration of each succeeding Interest Period by giving irrevocable written notice to Agent of such duration not later than 1:00 p.m. (New York time) on the day which is three (3) Business Days prior to the last day of the then current Interest Period applicable to such LIBORTerm Term SOFR Rate Loan. If Agent does not receive timely notice of the succeeding Interest Period elected by Borrowing Agent, Borrowing Agent shall be deemed to have elected to convert such LIBORTerm Term SOFR Rate Loan to a Domestic Rate Loan as of the last day of the Interest Period applicable to such LIBORTerm Term SOFR Rate Loan. (e) Provided that no Default or Event of Default shall have occurred and be continuing, Borrowing Agent may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBORTerm Term SOFR Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such LIBORTerm Term SOFR Rate Loan into a Domestic Rate Loan, provided that any conversion of a LIBORTerm Term SOFR Rate Loan shall be made only on the last Business Day of the then current Interest Period applicable to such LIBORTerm Term SOFR Rate Loan, as applicable. If Borrowing Agent desires to convert a LIBORTerm Term SOFR Rate Loan or Domestic Rate Loan, Borrowing Agent shall give Agent written notice by no later than 1:00 p.m. (i) on the day which is three (3) Business Days prior to the date on which such conversion is to occur with respect to a conversion from a Domestic Rate Loan to a LIBORTerm Term SOFR Rate Loan or (ii) on the day which is one (1) Business Day prior to the date on which such conversion is to occur (which date shall be the last Business Day of the Interest Period for the applicable LIBORTerm Term SOFR Rate Loan) with respect to a conversion from a LIBORTerm Term SOFR Rate Loan to a Domestic Rate Loan, specifying, in each case, the date of such conversion, the LIBORTerm Term SOFR Rate Loan(s), or Domestic Rate Loan(s) to be converted and if the conversion is to a LIBORTerm Term SOFR Rate Loan, the duration of the first Interest Period therefor. (f) At its option and upon written notice given prior to 1:00 p.m. at least three (3) Business Days prior to the date of such prepayment (or such shorter notice as Agent may agree), Borrowers may, subject to Section 2.2(g) below, prepay the LIBORTerm Term SOFR Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Borrowing Agent shall specify the date of prepayment of Advances which are LIBORTerm Term SOFR Rate Loans and the amount of such prepayment. In the event that any prepayment of a LIBORTerm Term SOFR Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrowers shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof. ​. (g) Each Loan Party shall indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all losses or expenses that Agent and Lenders may sustain or incur as a consequence of any prepayment, conversion of or any default by any Borrower in the payment of the principal of or interest on any LIBORTerm Term SOFR Rate Loan or CDOR Rate Loan or failure by any Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBORTerm Term SOFR Rate Loan or CDOR Rate Loan after notice thereof has been given, ​ ​ including, but not limited to, any interest payable by Agent or Lenders to lenders of funds obtained by it in order to make or maintain its LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence (with backup calculation in reasonable detail) submitted by Agent or any Lender to Borrowing Agent shall be conclusive absent manifest error. (h) Notwithstanding any other provision hereof, if any Applicable Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, including without limitation any Change in Law, shall make it unlawful for Lenders or any Lender (for purposes of this subsection (h), the term “Lender” shall include any Lender and the office or branch where any Lender or any Person controlling such Lender makes or maintains any LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans, as applicable) to make or maintain its LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans, the obligation of Lenders (or such affected Lender) to make LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans, as applicable, hereunder shall forthwith be cancelled and Borrowers shall, if any affected LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans are then outstanding, promptly upon request from Agent, either pay all such affected LIBORTerm Term SOFR Rate Loans or CDOR Rate Loans or convert (x) such affected LIBORTerm Term SOFR Rate Loans into Domestic Rate Loans or (y) such affected CDOR Rate Loans into Canadian Base Rate Loans. If any such payment or conversion of any LIBORTerm Term SOFR Rate Loan is made on a day that is not the last day of the Interest Period applicable to such LIBORTerm Term SOFR Rate Loan, Borrowers shall pay Agent, upon Agent’s request, such amount or amounts set forth in clause (g) above. A certificate as to any additional amounts payable pursuant to the foregoing sentence (with backup calculation in reasonable detail) submitted by Lenders to Borrowing Agent shall be conclusive absent manifest error. (i) Anything to the contrary contained herein notwithstanding, neither any Agent nor any Lender, nor any of their participants, is required actually to acquire LIBORTerm Term SOFR deposits or bankers’ acceptances to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBORTerm Term SOFR Rate or CDOR Rate, as applicable.. The provisions set forth herein shall apply as if each Lender or its participants had match funded any Obligation as to which interest is accruing based on the LIBORTerm Term SOFR Rate by acquiring LIBORSOFR SOFR deposits for each Interest Period in the amount of the LIBORTerm Term SOFR Rate Loans.