Common use of Term SOFR Election Clause in Contracts

Term SOFR Election. (i) Any Borrower may, at any time and from time to time, so long as such Borrower has 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 any Borrower to exercise the Term SOFR Option during the continuance of such Event of Default, elect to exercise the Term SOFR Option by notifying Agent prior to 11:00 a.m. at least three (3) U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “Term SOFR Deadline”). Notice of such Xxxxxxxx’s election of the Term 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 Term SOFR Notice received by Agent before the Term SOFR Deadline, or by telephonic notice received by Agent before the Term SOFR Deadline (to be confirmed by delivery to Agent of a Term SOFR Notice received by Agent prior to 5:00 p.m. on the same day). Promptly upon its receipt of each such Term SOFR Notice, Agent shall provide a copy thereof to each of the affected Lenders. (ii) Each Term 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 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 in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the Interest Payment Date applicable thereto (including as a result of an Event of Default), (B) the conversion of any SOFR Loan other than in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the Interest Payment Date applicable thereto, or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any Term 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. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five (5) Term SOFR Loans in effect at any given time. Borrowers may only exercise the Term SOFR Option for proposed Term SOFR Loans of at least $1,000,000.

Term SOFR Election. (i) Any Borrower Borrowers may, at any time and from time to time, so long as such Borrower has 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 any Borrower Borrowers to exercise the Term SOFR Option during the continuance of such Event of Default, elect to exercise the Term SOFR Option by notifying Agent prior to 11:00 a.m. noon (Chicago time) at least three (3) two U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “Term SOFR Deadline”). Notice of such Xxxxxxxx’s Borrowers’ election of the Term SOFR Option for a permitted portion of the Revolving Loans and an Interest Period Advances (other than Swing Loans) or the Term Loan pursuant to this Section shall be made by delivery to Agent of a Term SOFR Notice received by Agent before the Term SOFR DeadlineDeadline and such Term SOFR Notice shall specify (A) the Loans to be converted or continued, and the last day of the Interest Period thereto, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued and (D) the Interest Period applicable to such converted or continued Term SOFR Loan. If the Borrowers request a conversion to, or by telephonic notice received by Agent before the Term SOFR Deadline (to be confirmed by delivery to Agent of continuation of, a Term SOFR Notice received by Agent prior Loan, but fail to 5:00 p.m. on the same day)specify an Interest Period, they will be deemed to have specified an Interest Period of one month. Promptly upon its receipt of each such Term SOFR Notice, Agent shall provide a copy notice thereof to each of the affected Lenders. (ii) Each Term 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 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 in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the Interest Payment Date applicable thereto (including as a result of an Event of Default), (B) the conversion of any SOFR Loan other than in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the Interest Payment Date applicable thereto, or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any Term 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. (iii) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five (5) Term SOFR Loans in effect at any given time. Borrowers may only exercise the Term SOFR Option for proposed Term SOFR Loans of at least $1,000,000.

Term SOFR Election. (i) Any Borrower Borrowers may, at any time and from time to time, so long as such Borrower has 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 any Borrower to exercise the Term SOFR Option during the continuance of such Event of DefaultDefault has occurred and is continuing, elect to exercise the Term SOFR Option by notifying Agent prior to 11:00 a.m. at least three (3) U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “Term SOFR Deadline”). Notice of such Xxxxxxxx’s Borrowers’ election of the Term SOFR Option for a permitted portion of the Revolving Loans and an Interest Period (other than Swing Loans) pursuant to this Section shall be made by delivery to Agent of a Term SOFR Notice received by Agent before the Term SOFR DeadlineDeadline and such Term SOFR Notice shall specify (A) the Loans to be converted or continued, and the last day of the Interest Period thereto, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued and (D) the Interest Period applicable to such converted or continued Term SOFR Loan. If the Borrowers request a conversion to, or by telephonic notice received by Agent before the Term SOFR Deadline (to be confirmed by delivery to Agent of continuation of, a Term SOFR Notice received by Agent prior Loan, but fail to 5:00 p.m. on the same day)specify an Interest Period, they will be deemed to have specified an Interest Period of one month. Promptly upon its receipt of each such Term SOFR Notice, Agent shall provide a copy notice thereof to each of the affected Lenders. (ii) Each Term 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 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 (x) in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the Interest Payment Date applicable thereto (including as a result of an Event of Default) or (y) in the case of a Term SOFR Loan, 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 (x) in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the Interest Payment Date applicable thereto or (y) in the case of a Term SOFR Loan, 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 Term 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 (x) in the case of a Daily Simple SOFR Loan, the Interest Payment Date applicable thereto or (y) in the case of a Term SOFR Loan, the last day of the applicable Interest Period, in each case, 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 Interest Payment Date, and apply such amounts to the payment of the applicable SOFR Loan on such Interest Payment Date, 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. (iiiiv) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five (5) Term SOFR Loans in effect at any given time. Borrowers may only exercise the Term SOFR Option for proposed Term SOFR Loans of at least $1,000,000.

Term SOFR Election. (i) Any Borrower Borrowers may, at any time and from time to time, so long as such Borrower has 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 any Borrower Borrowers to exercise the Term SOFR Option during the continuance of such Event of Default, elect to exercise the Term SOFR Option by notifying Agent prior to 11:00 a.m. noon (Chicago time) at least three (3) two U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “Term SOFR Deadline”). Notice of such Xxxxxxxx’s Borrowers’ election of the Term SOFR Option for a permitted portion of the Revolving Loans and an Interest Period Advances (other than Swing Loans) or the Term Loan pursuant to this Section shall be made by delivery to Agent of a Term SOFR Notice received by Agent before the Term SOFR DeadlineDeadline and such Term SOFR Notice shall specify (A) the Loans to be converted or continued, and the last day of the Interest Period thereto, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued and (D) the Interest Period applicable to such converted or continued Term SOFR Loan. If the Borrowers request a conversion to, or by telephonic notice received by Agent before the Term SOFR Deadline (to be confirmed by delivery to Agent of continuation of, a Term SOFR Notice received by Agent prior Loan, but fail to 5:00 p.m. on the same day)specify an Interest Period, they will be deemed to have specified an Interest Period of one month. Promptly upon its receipt of each such Term SOFR Notice, Agent shall provide a copy notice thereof to each of the affected Lenders. (ii) Each Term SOFR Notice shall be irrevocable and binding on Borrowers. In connection with each Term 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 Term SOFR Loan other than in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the last day of an Interest Payment Date Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any Term SOFR Loan other than in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the last day of the Interest Payment Date Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any Term 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 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 Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the Interest Payment Date, and apply such amounts to the payment of the applicable Term SOFR Loan on such Interest Payment Date, 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, Borrowers shall be obligated to pay any resulting Funding Losses. (iiiiv) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five (5) Term SOFR Loans in effect at any given time. Borrowers may only exercise the Term SOFR Option for proposed Term SOFR Loans of at least $1,000,000.

Term SOFR Election. (i) Any Borrower Borrowers may, at any time and from time to time, so long as such Borrower has 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 any Borrower Borrowers to exercise the Term SOFR Option during the continuance of such Event of Default, ,] elect to exercise the Term SOFR Option by notifying Agent prior to 11:00 a.m. 1:00 p.m. at least three (3) U.S. Government Securities Business Days prior to the commencement of the proposed Interest Period (the “"Term SOFR Deadline”"). Notice of such Xxxxxxxx’s Borrowers' election of the Term SOFR Option for a permitted portion of the Revolving Loans and an Interest Period (other than Swing Loans) pursuant to this Section shall be made by delivery to Agent of a Term SOFR Notice received by Agent before the Term SOFR Deadline, or by telephonic notice received by Agent before the Term SOFR Deadline (to be confirmed by delivery to Agent of a and such Term SOFR Notice received by Agent prior shall specify (A) the Loans to 5:00 p.m. on be converted or continued, and the same day). Promptly upon its receipt of each such Term SOFR Notice, Agent shall provide a copy thereof to each last day of the affected Lenders.Interest Period thereto, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be (ii) Each Term 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 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 (x) in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the Interest Payment Date applicable thereto (including as a result of an Event of Default) or (y) in the case of a Term SOFR Loan, 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 (x) in the case of a Daily Simple SOFR Loan or Term SOFR Loan, on the Interest Payment Date applicable thereto or (y) in the case of a Term SOFR Loan, 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 Term 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 (x) in the case of a Daily Simple SOFR Loan, the Interest Payment Date applicable thereto or (y) in the case of a Term SOFR Loan, the last day of the applicable Interest Period, in each case, 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 Interest Payment Date, and apply such amounts to the payment of the applicable SOFR Loan on such Interest Payment Date, 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. (iiiiv) Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five (5) Term SOFR Loans in effect at any given time. Borrowers may only exercise the Term SOFR Option for proposed Term SOFR Loans of at least $1,000,000.