SCHEDULE A1
ADDITIONAL TERMS AND CONDITIONS FOR YOUR FACILITIES, AS APPLICABLE, UNDER YOUR COMMITMENT LETTER
I. Additional Terms Applicable to your BA Advances, as applicable
- Rollover. On the last day of the Term, we will automatically roll over your BA Advance for the same Term as the previous BA Advance at the interest rate disclosed to you in your Disclosure Statement for each such Advance, unless at least 2 Business Days prior to the end of a Term, you indicate to the Bank that you do not want your BA Advance to be rolled over into a new loan or you indicate that you would like the new BA Advance to be for a different Term or for a different amount, which the Bank may advance in its sole discretion (each such rolled over BA Advance is a “Rollover Advance”). For greater certainty, a Rollover Advance is considered a BA Advance and subject to all of the terms and conditions applicable to a BA Advance under this Commitment Letter and your applicable Disclosure Statement.
- CDOR Market Disruption Event or CDOR Cessation. If at any time the Bank determines in its sole discretion (which determination will be conclusive and binding on the Borrower) that, for any reason, the Canadian Dollar Offered Rate (“CDOR”) is unavailable to the Bank (including that all available tenors of CDOR have ceased to be published by the administrator of CDOR), then the Bank will promptly so notify the Borrower and thereafter, the Bank may terminate (permanently or temporarily) the availability of BA Advances under a Facility or specify another determination of the appropriate rate acting reasonably and any references to “Scotiabank CDOR Rate” or “Scotiabank BA Rate” in your Commitment Letter will be deemed to refer to such replacement rate.
II. Additional Terms Applicable to your SOFR Advances, as applicable
- Rollover. On the last day of the Term, we will automatically roll over your SOFR Advance for the same Term as the previous SOFR Advance at the interest rate disclosed to you in your Disclosure Statement for each such Advance, unless at least 2 Business Days prior to the end of a Term, you indicate to the Bank that you do not want your SOFR Advance to be rolled over into a new loan or you indicate that you would like your new SOFR Advance to be for a different Term or for a different amount, which the Bank may advance in its sole discretion (each such rolled over SOFR Advance is a “Rollover Advance”). For greater certainty, a Rollover Advance is considered a SOFR Advance and subject to all of the terms and conditions applicable to your SOFR Advance under this Commitment Letter and your applicable Disclosure Statement.
III. Additional Terms Applicable to your Non-Revolving Facility, as applicable
- Rollover. BA Advances or SOFR Advances under your Non-Revolving Facility may be rolled over into another BA Advance or SOFR Advance, as applicable, or redrawn as a new Prime Rate Term Loan or a new Base Rate Term Loan, as applicable, subject to the requirement to meet the Minimum Non-Revolving Principal Payment, as outlined below.
- Minimum Non-Revolving Principal Payment. No Advance may be made or rolled over under your Non-Revolving Facility unless the payments under such Advances, alone or in combination, meet the Minimum Non-Revolving Principal Payment. We may require you to repay on demand any Advance or Advances that do not meet this requirement.
IV. Additional Terms Applicable to your BA Advances Under the Non-Revolving Facility, as applicable
- Rollover. On the last day of the Term, we will automatically roll over your BA Advance for the same Term as the previous BA Advance at the interest rate disclosed to you in your Disclosure Statement for each such Advance, unless at least 2 Business Days prior to the end of a Term, you indicate to the Bank that you do not want your BA Advance to be rolled over into a new loan or you indicate that you would like the new BA Advance to be for a different Term or for a different amount, which the Bank may advance in its sole discretion (each such rolled over BA Advance is a “Rollover Advance”). For greater certainty, a Rollover Advance is considered a BA Advance and subject to all of the terms and conditions applicable to your BA Advance under this Commitment Letter and your applicable Disclosure Statement.
- CDOR Market Disruption Event or CDOR Cessation. If at any time the Bank determines in its sole discretion (which determination will be conclusive and binding on the Borrower) that, for any reason, the Canadian Dollar Offered Rate (“CDOR”) is unavailable to the Bank (including that all available tenors of CDOR have ceased to be published by the administrator of CDOR), then the Bank will promptly so notify the Borrower and thereafter, the Bank may terminate (permanently or temporarily) the availability of BA Advances under a Facility or specify another determination of the appropriate rate acting reasonably and any references to “Scotiabank CDOR Rate” or “Scotiabank BA Rate” in your Commitment Letter will be deemed to refer to such replacement rate.
V. Additional Terms Applicable to your SOFR Advances Under the Non-Revolving Facility, as applicable
- Rollover. On the last day of the Term, we will automatically roll over your SOFR Advance for the same Term as the previous SOFR Advance at the interest rate disclosed to you in your Disclosure Statement for each such Advance, unless at least 2 Business Days prior to the end of a Term, you indicate to the Bank that you do not want your SOFR Advance to be rolled over into a new loan or you indicate that you would like the new SOFR Advance to be for a different Term or for a different amount, which the Bank may advance in its sole discretion (each such rolled over SOFR Advance is a “Rollover Advance”). For greater certainty, a Rollover Advance is considered a SOFR Advance and subject to all of the terms and conditions applicable to your SOFR Advance under this Commitment Letter and your applicable Disclosure Statement.