Common use of Continuation and Conversion Elections Clause in Contracts

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that may, upon irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Agent in accordance with Section 2.3(a)3.2(b): (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuationconversion/conversion substantially in the form of Exhibit B continuation (a “Notice of Continuation/Conversion”) to be received by the Agent not later than 1:00 p.m. 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There During the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten four different SOFR Rate Loans Interest Periods in effect hereunder at any timehereunder.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Term Benchmark Loans or RFR Loans is then permitted under Section 2.3(a2.4(a)(ii)): (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof) into Term Benchmark Loans (or RFR Loans to the extent that the Adjusted Daily Simple SOFR Rate Loansis then the applicable Benchmark); and (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate Term Benchmark Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof); provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B C (a “Notice of Continuation/Conversion”) to the Agent not later than than, (x) 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Term Benchmark Loans or (y) 1:00 p.m. (New York City time) at least five (5) Business Days in advance of the Continuation/Conversion Date if the Loans are to be converted into or continued as RFR Loans (as applicable), in each case, and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest PeriodPeriod (in the case of Term Benchmark Loans), provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Term Benchmark Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Term Benchmark Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Term Benchmark Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Term Benchmark Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Term Benchmark Loans in effect hereunder at any timetime (which number may be increased or adjusted by agreement between the Borrower and the Agent in connection with any Revolving Credit Commitment Increase or the creation of any Extended Revolving Credit Facility).

Continuation and Conversion Elections. (a) The Borrower may (provided that By delivering a Continuation/Conversion Notice to the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeAdministrative Agent on or before 12:00 noon, one Business Day prior, by 1:00 p.m. (New York City time), on a Business Day, the Borrower may from time to convert time irrevocably elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans) that all, or any portion (a) in a minimum amount of $1,000,000 or any larger integral multiple of $500,000, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, continued as LIBO Rate Loans or (b) in a minimum amount of $500,000 or any larger integral multiple of $100,000, be, in the case of LIBO Rate Loans, converted into Base Rate Loans (or in the absence of delivery of a Continuation/Conversion Notice with respect to any part thereof) into SOFR LIBO Rate Loans; and (ii) elect with written notice, as of Loan at least three Business Days before the last day of the applicable then current Interest PeriodPeriod with respect thereto, to continue any SOFR such LIBO Rate Loans (or any part thereof) having Interest Periods expiring Loan shall, on such last day, automatically convert to a Base Rate Loan); provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, that (x) each such conversion or continuation shall be pro rated among the Borrower may not select an Interest Period that ends after applicable outstanding Loans of the Stated Termination Date. relevant Lenders, and (cy) If, upon no portion of the expiration outstanding principal amount of any Interest Period applicable to any SOFR Rate LoansLoans may be continued as, the Borrower fails to select timely a new Interest Period to or be applicable to such SOFR Rate Loansconverted into, the Borrower shall be deemed to have elected to convert such SOFR LIBO Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If when any Default or Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Periodhas occurred and is continuing. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that By delivering a Continuation/Conversion Notice to the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeAdministrative Agent on or before 10:00 a.m., one Business Day prior, by 1:00 p.m. (New York City time), on a Business Day, the Borrower may from time to convert any time irrevocably elect, on not less than one Business Day's notice in the case of a continuation of, or a conversion of LIBO Rate Loans into, Base Rate Loans, or three Business Day's notice in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans (into LIBO Rate Loans, and in either case not more than five Business Day's notice, that all, or any part thereof) into SOFR portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000, in the case of LIBO Rate Loans; and , or an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000, in the case of Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (iiin the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days (but not more than five Business Days) elect with written notice, as of before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that (x) each such conversion or continuation shall be pro rated among the outstanding Term Loans of all Term Loan Lenders that have made such Term Loans, and (y) no portion of the outstanding principal amount of any Term Loans may, upon the expiration of the applicable Interest Period, to continue any SOFR be continued as, or be converted into, LIBO Rate Loans (or when any part thereof) having Interest Periods expiring on such day; provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthDefault has occurred and is continuing. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that By delivering a Continuation/Conversion Notice to the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeAdministrative Agent on or before 12:00 Noon, one Business Day prior, by 1:00 p.m. (New York City time), on a Business Day, the Borrower may from time to convert time irrevocably elect that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, however, that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans (or any part thereof) into SOFR Rate Loans; and of all Lenders, (ii) elect with written notice, as of a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable Interest Periodthereto and (iii) no portion of the outstanding principal amount of any Loans may be continued as, to continue any SOFR or be converted into, LIBO Rate Loans (when any Default or any part thereof) having Interest Periods expiring on such day; provided that if the Notice Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall fail constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to specify the duration time of such continuation or conversion any matter certified to by the Borrower by reason of the Interest Period, immediately preceding sentence will not be true and correct at such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date time if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, howeverthen made, the Borrower may not select an Interest Period will immediately so notify the Administrative Agent. Except to the extent, if any, that ends after prior to the Stated Termination Date. (c) Iftime of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower certification and warranty shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of be made at the expiration date of such Interest Periodcontinuation or conversion as if then made. If Upon the occurrence and during the continuance of any Event of Default existsunder Section 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the election end of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans Period then in effect hereunder at any timefor such LIBO Rate Loan.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. in the case of Alternate Base Rate Revolving Loans (New York City time), other than Swing Line Loans) to convert any Alternate Base Rate Loans Revolving Loan (or any part thereof in an amount not less than $5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR Rate Eurodollar Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) Eurodollar Revolving Loan having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Revolving Loans shall automatically convert into Alternate Base Rate Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City Chicago time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate Eurodollar Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate Eurodollar Revolving Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansEurodollar Revolving Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR Rate Eurodollar Revolving Loans into Alternate Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten five (5) different SOFR Rate Eurodollar Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that By delivering a Continuation/Conversion Notice to the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeAdministrative Agent on or before 1:00 p.m., one Business Day prior, by 1:00 p.m. (New York City time), on a Business Day, the Borrower may from time to convert time irrevocably elect, on not less than one (1) Business Day’s notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $1,000,000 and in integral multiples of $250,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $1,000,000 and an integral multiple of $250,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, continued as of the last day of the applicable Interest Period, to continue any SOFR LIBO Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if in the Notice absence of delivery of a Continuation/Conversion shall fail Notice with respect to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) any LIBO Rate Loan at least three (3) Business Days in advance before the last day of the Continuation/Conversion Date then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one (1) month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders, and (y) if any Event of Default is in existence at the Term Loans are applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to be have a Revolving Loan converted into or continued as SOFR a LIBO Rate Loans Loan and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into Base Rate Loans. No more than five (5) LIBO Rate Loans as may be outstanding at any time during the term of the expiration date of each applicable Interest Period. (d) The Loan. Administrative Agent will promptly notify shall give each Lender prompt notice of any such proposed conversion affecting any of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each LenderLoans. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time)in the case of Base Rate Loans, to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month. (b) The Borrower Westlake, on its behalf and as agent for the other Borrowers, shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City Houston, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Revolving Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate Loans, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Revolving Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten twelve (12) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any SOFR Rate Loans to Base Rate Loans, or any Base Rate Loans (or any part thereof) into to a SOFR Rate Loans; and (ii) elect with written notice, as the case may be, upon delivery of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not no later than 1:00 p.m. (New York City time) at least on the date that is not less than one (1) Business Day prior to the proposed Conversion/Continuation Date (in the case of a conversion of a SOFR Rate Loan to a Base Rate Loan) or three (3) Business Days prior to the proposed Conversion/Continuation Date (in advance the case of the Continuation/Conversion Date if the Term Loans are a conversion of a Base Rate Loan to be converted into or continued as a SOFR Rate Loans Loan), and specifying: (i) the proposed ContinuationConversion/Conversion DateContinuation Date (in regards to such conversion); (ii) the aggregate principal amount of Term Loans to be converted or continued;; and (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and. (ivb) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date[reserved]. (c) If, upon Upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, unless the Borrower shall be deemed to have elected to convert such deliver a Notice of Conversion, all SOFR Rate Loans into Base Rate Loans shall automatically continue, effective as of the expiration date of such Interest Period, as SOFR Rate Loans. If Notwithstanding the foregoing sentence, if any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice (if applicable) was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that If no Default or Event of Default exists, the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time)in the case of Base Rate Loans, to convert any Base Rate Loans Loan (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate LIBOR Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, a Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If, If upon the expiration of any the Interest Period applicable to any SOFR Rate LoansLIBOR Loan, the Borrower fails Borrowers shall have failed to timely select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Loan, or at the election of the Required Lenders if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Loan into a Base Rate Loans Loan effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten eight (8) different SOFR Rate LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering prior telephonic notice to the to the applicable Administrative Agent on or before 10:00 a.m. on a Business Day (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice), any Borrower may from time to time irrevocably elect: (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written on not less than three nor more than five Business Days’ notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert the conversion of any Base Rate Loan into one or more LIBO Rate Loans (denominated in Dollars or the continuation of any part thereof) into SOFR LIBO Rate LoansLoan denominated in Dollars as a LIBO Rate Loan so denominated; and (iib) elect with written on not less than five nor more than ten Business Days’ notice, the continuation of any LIBO Rate Loan denominated in an Alternate Currency as a LIBO Rate Loan denominated in such Alternate Currency; provided that any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000; and provided further that in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice) with respect to any LIBO Rate Loan denominated in Dollars at least three Business Days (or, with respect to any LIBO Rate Loan denominated in an Alternate Currency, at least five Business Days) before the last day of the applicable then current Interest PeriodPeriod with respect thereto, to continue any SOFR such LIBO Rate Loans (or any part thereof) having Interest Periods expiring Loan shall, on such last day, automatically convert to a Base Rate Loan; provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) each such conversion or continuation shall be pro rated among the proposed Continuation/Conversion Date; applicable outstanding Loans of all Lenders that have made such Loans, and (ii) no portion of the aggregate outstanding principal amount of Term any Loans to may be continued as, or be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Periodinto, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR LIBO Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If when any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Periodhas occurred and is continuing. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that By delivering a Continuation/Conversion Notice to the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeAdministrative Agent on or before 1:00 p.m., one Business Day prior, by 1:00 p.m. (New York City time), on a Business Day, the Borrower may from time to convert time irrevocably elect, on not less than one (1) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days’ notice in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $500,000 in excess thereof, in the case of any Revolving Loans that are to be continued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, continued as of the last day of the applicable Interest Period, to continue any SOFR LIBO Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if in the Notice absence of delivery of a Continuation/Conversion shall fail Notice with respect to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) any LIBO Rate Loan at least three (3) Business Days in advance before the last day of the Continuation/Conversion Date then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one (1) month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Revolving Loans of all Lenders, and (y) if any Event of Default is in existence at the Term Loans are applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to be have a Revolving Loan converted into or continued as SOFR a LIBO Rate Loans Loan and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Loans. Administrative Agent will promptly notify shall give each Lender prompt notice of any such proposed conversion affecting any of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each LenderLoans. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate LIBOR Loans is then permitted under Section 2.3(a2.4(a)(ii)): (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof) into SOFR Rate LIBOR Loans; and (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof); provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B C (a “Notice of Continuation/Conversion”) to the Agent not later than than, (x) 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate LIBOR Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate LIBOR Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate LIBOR Loans in effect hereunder at any timetime (which number may be increased or adjusted by agreement between the Borrower and the Agent in connection with any Revolving Credit Commitment Increase or the creation of any Extended Revolving Credit Facility).

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert all or any portion of outstanding Base Rate Loans Advances (in an aggregate amount not less than $500,000 or any part a larger integral multiple of $100,000 in excess thereof) into SOFR Rate Loans; andLIBOR Advances. (ii) elect with written noticeto convert at the end of any Interest Period therefor, all or any portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or a larger integral multiple of $100,000 in excess thereof) into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Period therefor, any LIBOR Advances; provided, however, that (i) if the aggregate amount of outstanding LIBOR Advances comprised in the same Borrowing shall have been reduced as a result of any payment, prepayment or conversion of part thereof to an amount less than $500,000, the last day LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of the applicable each respective Interest Period, and (ii) Borrower shall have no right to convert or continue any SOFR Rate Loans (or LIBOR Advances if any part thereof) having Interest Periods expiring on such day; provided that if the Notice Event of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthDefault has occurred and is continuing. (b) The Borrower shall deliver a notice of continuationconversion or continuation (a "Notice of Conversion/conversion Continuation"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) E hereto, to the Administrative Agent not later than 1:00 p.m. (New York City timei) at least 10:00 a.m. pacific time three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances or any portion thereof are to be converted into or continued as SOFR LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Loans and specifyingAdvances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if a Default or Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Term Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than ten seven different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The By delivering a Continuation/Conversion Notice to the Administrative Agent on or before noon, New York time, on a Business Day, the Borrower may (provided that from time to time irrevocably elect, on not less than one Business Day’s notice in the Borrowing case of SOFR Base Rate Loans is then permitted under Section 2.3(a)): (i) elect with written Loans, or three Business Days’ notice in the case of LIBO Rate Loans, and in either case not more than five Business Days’ notice, one Business Day priorthat all, by 1:00 p.m. (New York City time)or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be, to convert any in the case of Base Rate Loans, converted into LIBO Rate Loans, or in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (or in the absence of delivery of a Continuation/Conversion Notice with respect to any part thereofLIBO Rate Loan at least three Business Days (but not more than five Business Days) into SOFR Rate Loans; and (ii) elect with written notice, as of before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided that, (a) each such conversion or continuation shall be pro rated among the applicable Interest Periodoutstanding Loans of all Lenders that have made such Loans, to continue and (b) no portion of the outstanding principal amount of any SOFR Loans may be continued as, or be converted into, LIBO Rate Loans (when any Default or any part thereof) having Interest Periods expiring on Borrowing Base Deficiency has occurred and is continuing. Each such day; provided that if irrevocable request may be made by telephone confirmed promptly by hand delivery or facsimile to the Notice Administrative Agent of the applicable Continuation/Conversion Notice. The conversion of a Base Rate Loan into a LIBO Rate Loan or a LIBO Rate Loan into a Base Rate Loan shall fail to specify the duration not effect a novation of the Interest Period, such Interest Period shall be one monthLoan so converted. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Term Loans (or any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof) into Term SOFR Rate Term Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any Term SOFR Rate Term Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof); provided that if at any time the aggregate amount of Term SOFR Term Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Term SOFR Term Loans shall automatically convert into Base Rate Term Loans; provided, further, that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month; provided, further, that no Term SOFR Term Loan may be continued as such when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have given notice to the Borrower that no such continuations may be made. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (each, a “Notice of Continuation/Conversion”) ), as applicable, to the Administrative Agent not later than 1:00 p.m. (New p.m.(New York City time) at least three two (32) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and Date, specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, ; provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Maturity Date. In lieu of delivering a Notice of Continuation/Conversion, the Borrower may give the Administrative Agent telephonic notice of such request on or before the deadline set forth above. The Administrative Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If, If upon the expiration of any Interest Period applicable to any Term SOFR Rate Term Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such Term SOFR Rate Term Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans an Interest Period of one (1) month, effective as of the expiration date of such the expiring Interest Period. If any Default or Event of Default exists, at the election of the Administrative Agent or the Required Lenders, all Term SOFR Rate Term Loans shall be converted into Base Rate Term Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten five (5) different Term SOFR Rate Term Loans for any Class in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that By delivering a Continuation/Conversion Notice to the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeAdministrative Agent on or before 10:00 a.m., one Business Day prior, by 1:00 p.m. (New York City time), on a Business Day, the Borrower may from time to convert time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (or in the absence of delivery of a Continuation/Conversion Notice with respect to any part thereofLIBO Rate Loan at least three Business Days (but not more than five Business Days) into SOFR Rate Loans; and (ii) elect with written notice, as of before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable Interest Periodoutstanding Loans of all Lenders that have made such Loans, to continue and (y) if any SOFR Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans (and the Administrative Agent has, or any part the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof) having Interest Periods expiring on such day; provided that if , the Notice of Continuation/Conversion shall fail Borrower may not elect to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver have a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be Loan converted into or continued as SOFR a LIBO Rate Loans Loan and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loans as of the expiration date of each applicable Interest PeriodLoan. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the By delivering a Continuation/ Conversion Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. (New York City on or before 11:00 a.m., Chicago, Illinois time) at least three (3) , on a Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, howeverDay, the Borrower may from time to time irrevocably elect, on not select an Interest Period that ends after less than one Business Day's notice (in the Stated Termination Date. case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (cin the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) If, upon nor more than five Business Days' notice (in the expiration case of any Interest Period applicable to Loans) that all, or any SOFR portion in a minimum amount of $5,000,000 and an integral multiple of $500,000 of any Loans be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the Borrower fails to select timely a new Interest Period to be applicable to such SOFR case of LIBO Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt delivery of a Continuation/ Conversion Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which any LIBO Rate Loan at least three Business Days before the notice was given held by last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that (x) each Lendersuch conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, and (y) notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Loans may be converted to or continued as a LIBO Rate Loan and (ii) unless repaid, each LIBO Rate Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate LIBOR Loans is then permitted under Section 2.3(a2.4(a)(ii)): (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof in an amount not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof) into SOFR Rate LIBOR Loans; and (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B C (a “Notice of Continuation/Conversion”) to the Agent not later than than, (x) 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate LIBOR Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate LIBOR Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 15 (fifteen) different SOFR Rate LIBOR Loans in effect hereunder at any timetime (which number may be increased or adjusted by agreement between the Borrower and the Agent in connection with any Revolving Credit Commitment Increase or the creation of any Extended Revolving Credit Commitment Facility).

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written By telephonic notice, one promptly followed (by the end of the Business Day prioron which such telephonic notice was delivered) by the delivery of a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m., by 1:00 p.m. (New York City time), on a Business Day, any Revolving Credit Borrower may from time to convert any time irrevocably elect, on not less than one Business Day's notice in the case of a continuation or conversion of LIBO Rate Loans into Base Rate Loans, or three Business Day's notice in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans (into LIBO Rate Loans, and in either case not more than five Business Days' notice that all, or any part thereof) into SOFR portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000, of any Revolving I Credit Loans, or an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000, of any Revolving II Credit Loans, be, in the case of Base Rate Loans; and , converted into LIBO Rate Loans of either type or, in the case of LIBO Rate Loans of either type, be converted into a Base Rate Loan or a LIBO Rate Loan of the other type or continued as a LIBO Rate Loan of such type (ii) elect in the absence of delivery of a Continuation/ Conversion Notice with written notice, as of respect to any LIBO Rate Loan at least three Business Days before the last day of the applicable then current Interest PeriodPeriod with respect thereto, to continue any SOFR such LIBO Rate Loans (or any part thereof) having Interest Periods expiring Loan shall, on such last day, automatically convert to a Base Rate Loan); provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, that (i) each such conversion or continuation shall be pro rated among the Borrower applicable outstanding Revolving I Credit Loans or Revolving II Credit Loans, as the case may not select an Interest Period that ends after be, of all Revolving Credit Lenders, and (ii) no portion of the Stated Termination Date. (c) If, upon the expiration outstanding principal amount of any Interest Period applicable to any SOFR Rate LoansRevolving Credit Loans may be continued as, the Borrower fails to select timely a new Interest Period to or be applicable to such SOFR Rate Loansconverted into, the Borrower shall be deemed to have elected to convert such SOFR LIBO Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If when any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Periodhas occurred and is continuing. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (all or any part portion of outstanding Base Advances (in an aggregate amount not less than $500,000 or an integral multiple of $100,000 in excess thereof) into SOFR Rate LoansLIBOR Advances; andor (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof) having into Base Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR -------- ------- Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $1,000,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion or continuation (a "Conversion or Continuation Notice"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) E --------- hereto, to the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (New York City timei) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances or any portion thereof are to be converted into or continued as SOFR Rate Loans LIBOR Advances; and specifying(ii) on the Business Day of the proposed conversion, if the Advances or any portion thereof are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation and whether such continuation or conversion is a Revolver A Advance, a Revolver B Advance, a Term Loan A Advance or a Term Loan B Advance (or any combination thereof); (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than ten five different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of By delivering a Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. on or before 11:00 a.m. (New York City time) at least three (3) on a Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, howeverDay, the Borrower may from time to time irrevocably elect, on not select less than three nor more than five Business Days’ notice, that all, or any portion in an Interest Period that ends after aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 or the Stated Termination Date. Foreign Currency Equivalent thereof, of the Revolving Loans be, (ca) If, upon in the expiration case of any Interest Period applicable to any SOFR Base Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR converted into LIBO Rate Loans, (b) in the Borrower shall be deemed to have elected to convert such SOFR case of LIBO Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default existsdenominated in Dollars, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans or continued as LIBO Rate Loans, or (c) in the case of LIBO Rate Loans denominated in an Alternate Currency, continued as LIBO Rate Loans in the same Currency. In the absence of delivery of a Continuation/Conversion Notice with respect to LIBO Rate Loans (which are Revolving Loans) at least three Business Days’ before the last day of the expiration date of each applicable then current Interest Period.Period with respect thereto, (da) LIBO Rate Loans denominated in Dollars shall be converted automatically on such last day to Base Rate Loans, and (b) LIBO Rate Loans denominated in an Alternate Currency shall be continued as Loans in the relevant Alternate Currency at a rate per annum equal to the LIBO Alternate Rate for such relevant Currency plus the applicable margin for the shortest available interest period selected by the Agent in its sole discretion (but not later than the Maturity Date). Each such conversion and continuation shall be prorated among the applicable outstanding Loans of all Lenders, and no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing. The Agent will shall promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions the applicable interest period and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lenderinterest rate. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of Term SOFR Rate Loans is then permitted under Section 2.3(a2.4(a)(ii)): (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof in an amount not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof) into Term SOFR Rate Loans; and (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any Term SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Term SOFR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Term SOFR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B C (a “Notice of Continuation/Conversion”) to the Agent not later than than, (x) 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as Term SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any Term SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such Term SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such Term SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all Term SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 15 (fifteen) different Term SOFR Rate Loans in effect hereunder at any timetime (which number may be increased or adjusted by agreement between the Borrower and the Agent in connection with any Revolving Credit Commitment Increase or the creation of any Extended Revolving Credit Facility).

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of By delivering a Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 A.M. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Base Rate Loans, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of LIBOR Loans (other than Swingline Loans), that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be, in the case of Loans (other than Swingline Loans) accruing at the Base Rate, converted into LIBOR Loans or be, in the case of LIBOR Loans, converted into Base Rate Loans or continued as LIBOR Loans (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any LIBOR Loan at least three (3) Business Days in advance (but not more than five (5) Business Days) before the last day of the Continuation/Conversion Date if the Term Loans are then current Interest Period with respect thereto, such Loan shall, on such last day, automatically convert to be converted into or continued as SOFR a Base Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuationLoans); and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (ca) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to each such SOFR Rate Loans, the Borrower conversion or continuation shall be deemed to have elected to convert such SOFR Rate prorated among the applicable outstanding Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any all Lenders, (b) upon a Commitment Termination Event of Default existsor, at the election of the Administrative Agent or the Required Lenders, all SOFR Rate upon the occurrence and during the continuing of any other Event of Default, no portion of the outstanding principal amount of any Loans shall may be continued as, or be converted into Base Rate to, LIBOR Loans, (c) no Loans as of may be continued as, or be converted into, LIBOR Loans for an Interest Period extending beyond the expiration date of each applicable Interest Period. Stated Maturity Date and (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may LIBOR Loans that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than ten different SOFR Rate one date, this clause shall only apply to those Loans in effect hereunder at any timewith an Interest Period ending on one particular date and no other date).

Continuation and Conversion Elections. By delivering prior telephonic notice to the Administrative Agent on or before 11:00 a.m. on a Business Day (such notice to be confirmed in writing within 24 hours thereafter by delivery of a Continuation/Conversion Notice), any Borrower may from time to time irrevocably elect: (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written on not less than three Business Days’ notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert the conversion of any Base Rate Loan into one or more Eurocurrency Loans (denominated in Dollars or the continuation of any part thereof) into SOFR Rate LoansEurocurrency Loan denominated in Dollars as a Eurocurrency Loan so denominated; and (iib) elect with written on not less than five Business Days’ notice, the continuation of any Eurocurrency Loan denominated in an Alternate Currency as a Eurocurrency Loan denominated in such Alternate Currency; provided that any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 and in an integral multiple amount of $1,000,000; and provided, further, that in the absence of prior notice (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Notice) with respect to any Eurocurrency Loan denominated in Dollars at least three Business Days (or, with respect to any Eurocurrency Loan denominated in an Alternate Currency, at least five Business Days) before the last day of the applicable then current Interest PeriodPeriod with respect thereto, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring such Eurocurrency Loan shall, on such last day; provided that if the Notice of Continuation/Conversion shall fail , automatically convert to specify the duration of the Interest Period, a Base Rate Loan (and any such Interest Period Eurocurrency Loan denominated in an Alternate Currency shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially redenominated in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: Dollars); provided, that (i) each such conversion or continuation shall be prorated among the proposed Continuation/Conversion Date; applicable outstanding Loans of all Lenders that have made such Loans, and (ii) no portion of the aggregate outstanding principal amount of Term any Loans to may be continued as, or be converted or continued; (iii) the Type of Term into, Eurocurrency Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Datewhen any Default has occurred and is continuing. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (all or any part portion of outstanding Advances which are Base Advances (in an aggregate amount not less than $500,000 or an integral multiple of $100,000 in excess thereof) into SOFR Rate LoansLIBOR Advances; andor (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or an integral multiple of $50,000 in excess thereof) having into Base Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any Advances which are LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $500,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion or continuation (a "Conversion or Continuation Notice"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) E hereto, to the Administrative Agent not later than 1:00 p.m. (New York City timei) at least 10:00 a.m. three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances (or any portion of either thereof) are to be converted into or continued as SOFR Rate Loans LIBOR Advances; and specifying(ii) 3:00 p.m. one Business Day prior to the proposed date of conversion or continuation, if the Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued, and whether the Advances are Revolver Advances, Special Purpose Advances or Term Loan Advances; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than ten seven different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert all or any portion of outstanding Base Rate Loans Advances (in an aggregate amount not less than $1,000,000 or any part a larger integral multiple of $500,000 in excess thereof) into SOFR Rate Loans; andLIBOR Advances. (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $500,000 or a larger integral multiple of $100,000 in excess thereof) having into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $1,000,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuationconversion or continuation (a "Notice of Conversion/conversion Continuation"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) E hereto, to the Administrative Agent not later than 1:00 p.m. (New York City timei) at least 12:00 noon three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances or any portion thereof are to be converted into or continued as SOFR LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Loans and specifyingAdvances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Term Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than ten different SOFR Rate Loans Interest Periods in effect hereunder at any timethe aggregate under the Facility.

Continuation and Conversion Elections. (a) The Borrowers’ Agent may, on behalf of each applicable Borrower may (provided that that, as applicable, the Borrowing of SOFR Rate LIBOR Loans is then permitted under Section 2.3(a2.5(a)(iii) and the Borrowing of BA Equivalent Loans is then permitted under Section 2.6(a)(iii)): (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof) into SOFR Rate LIBOR Loans; and; (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); (iii) elect, as of any Business Day, to convert any Canadian Prime Rate Loans other than Canadian Swingline Loans and Canadian Agent Advances (or any part thereof in an amount not less than Cdn $5,000,000 or an integral multiple of Cdn $1,000,000 in excess thereof) into BA Equivalent Loans; or (iv) elect, as of the last day of the applicable BA Equivalent Interest Period, to continue any BA Equivalent Loans having BA Equivalent Interest Periods expiring on such day (or any part thereof in an amount not less than Cdn $5,000,000); provided, that if at any time the aggregate amount of LIBOR Loans or BA Equivalent Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans or BA Equivalent Loans shall automatically convert into Base Rate Loans or Canadian Prime Rate Loans, as applicable; provided further that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period or BA Equivalent Interest Period, such Interest Period or BA Equivalent Interest Period shall be one month. (b) The Borrower Borrowers’ Agent shall deliver a notice of continuation/conversion substantially in the form of Exhibit B C-1, Exhibit C-2 or Exhibit C-3 (each, a “Notice of Continuation/Conversion”) ), as applicable, to the Agent not later than than, (x) in the case of U.S. Revolving Loans, 1:00 p.m. (New York City time) at least two (2) Business Days in advance of the Continuation/Conversion Date and (y) in other cases, 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans or BA Equivalent Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. In lieu of delivering a Notice of Continuation/Conversion, the Borrowers’ Agent may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans or any BA Equivalent Interest Period applicable to any BA Equivalent Loans, the Borrower fails applicable Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR Rate LIBOR Loans or a new BA Equivalent Interest Period to be applicable to such BA Equivalent Loans, the Borrower Borrowers shall be deemed to have elected to convert such SOFR Rate LIBOR Loans into Base Rate Loans or such BA Equivalent Loans into Canadian Prime Rate Loans, as the case may be, in each case effective as of the expiration date of such Interest Period or BA Equivalent Interest Period. If any Default or Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate LIBOR Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period and all BA Equivalent Loans shall be converted into Canadian Prime Rate Loans as of the expiration date of each applicable BA Equivalent Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 12 (twelve) different SOFR Rate LIBOR Loans or BA Equivalent Loans in effect hereunder at any time.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m. on a Business Day, the applicable Borrower may from time to time irrevocably elect on not less than three nor more than five Business Days’ notice (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (Loan into one or any part thereof) into SOFR more LIBO Rate Loans; and , (iib) elect with written notice, as of before the last day of the applicable then current Interest PeriodPeriod with respect thereto, to continue any SOFR LIBO Rate Loans Loan as a LIBO Rate Loan or (or c) before the last day of the then current Interest Period with respect thereto, to continue any part thereof) having Interest Periods expiring on such dayEURIBOR Rate Loan as a EURIBOR Rate Loan; provided that if (i) any portion of any Loan which is continued or converted hereunder shall be in a minimum amount of $1,000,000 or €1,000,000, as applicable, and in an integral multiple amount of $1,000,000 or €1,000,000 , as applicable, (ii) in the Notice absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion shall fail Notice), with respect to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) any LIBO Rate Loan at least three (3) Business Days in advance before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan and (iii) in the absence of prior notice as required above (which notice may be delivered telephonically followed by written confirmation within 24 hours thereafter by delivery of a Continuation/Conversion Date if Notice), with respect to any EURIBOR Rate Loan at least three Business Days before the Term Loans are to last day of the then current Interest Period with respect thereto, such EURIBOR Rate Loan shall, on such last day, automatically be converted into or continued as SOFR a EURIBOR Rate Loan with an Interest Period of one month; provided further that (A) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans, and specifying: (iB) no portion of the proposed Continuation/Conversion Date; (ii) the aggregate outstanding principal amount of Term any Loans to may be continued as, or be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Periodinto, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR LIBO Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If when any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Periodhas occurred and is continuing. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (all or any part portion of outstanding Advances which are Base Advances (in an aggregate amount not less than $500,000 or an integral multiple of $100,000 in excess thereof) into SOFR Rate LoansLIBOR Advances; andor (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or an integral multiple of $50,000 in excess thereof) having into Base Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any Advances which are LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances -------- ------- comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $500,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion or continuation (a "Conversion or Continuation Notice"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) G --------- hereto, to the Administrative Agent not later than 1:00 (i) 12:00 p.m. (New York City time) at least central standard time three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances (or any portion of either thereof) are to be converted into or continued as SOFR Rate Loans LIBOR Advances; and specifying(ii) 12:00 p.m. central standard time on the Business Day of the proposed conversion, if the Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued, and whether the Advances are Revolver A Advances, Revolver B Advances or Working Line Advances; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than ten seven different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Term Loans (or any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof) into Term SOFR Rate Term Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any Term SOFR Rate Term Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof); provided that if at any time the aggregate amount of Term SOFR Term Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Term SOFR Term Loans shall automatically convert into Base Rate Term Loans; provided, further, that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month; provided, further, that no Term SOFR Term Loan may be continued as such when any Default or Event of Default has occurred and is continuing and the Agent has or the Required Lenders have given notice to the Borrower that no such continuations may be made. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (each, a “Notice of Continuation/Conversion”) ), as applicable, to the Agent not later than 1:00 p.m. (New York City time) at least three two (32) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and Date, specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, ; provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Maturity Date. In lieu of delivering a Notice of Continuation/Conversion, the Borrower may give the Agent telephonic notice of such request on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice with respect to such continuation or conversion, regardless of whether any written confirmation is received. (c) If, If upon the expiration of any Interest Period applicable to any Term SOFR Rate Term Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such Term SOFR Rate Term Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans an Interest Period of one (1) month, effective as of the expiration date of such the expiring Interest Period. If any Default or Event of Default exists, at the election of the Agent or the Required Lenders, all Term SOFR Rate Term Loans shall be converted into Base Rate Term Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten five (5) different Term SOFR Rate Term Loans for any Class in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that, if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further, that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City Los Angeles time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 6 different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Lender and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (all or any part portion of outstanding Base Advances (in an aggregate amount not less than $500,000 or an integral multiple of $100,000 in excess thereof) into SOFR Rate LoansLIBOR Advances; andor (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or an integral multiple of $50,000 in excess thereof) having into Base Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR -------- ------- Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $500,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion or continuation (a "Conversion or Continuation Notice"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) E hereto, to the Agent Administrative Lender not later than 1:00 p.m. 10:00 a.m. (New York City timei) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances or any portion thereof are to be converted into or continued as SOFR Rate Loans LIBOR Advances; and specifying(ii) on the Business Day of the proposed conversion, if the Advances or any portion thereof are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than ten five different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR Rate LIBOR Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided provided, that if at any time the aggregate amount of LIBOR Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, that the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Revolving Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Revolving Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR Rate LIBOR Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lendergiven. (e) There may not be more than ten three (3) different SOFR Rate LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may elect by giving the Administrative Agent notice (provided a "Notice of Continuation/Conversion") on or before 9:00 A.M. Pacific time, on (x) the date of each Conversion of a Loan to a Base Rate Loan, (y) the second Domestic Business Day before each Continuation of a CD Loan or Conversion of a Loan to a CD Loan and (z) the third Euro-Dollar Business Day before each Continuation of a Euro-Dollar Loan or Conversion of a Loan to a Euro-Dollar Loan, to Convert all or any portion of any Committed Loan of one Type into a Committed Loan of another Type, to Convert all or any portion of any Money Market Loan into a Committed Loan of any Type or to Continue all or any portion of any Committed Loan of one Type as a Committed Loan of the same Type; provided, however, that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeeach such Conversion or Continuation shall be pro rated among the applicable outstanding Loans of all Banks, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect each such Conversion or Continuation shall be in a minimum principal amount not less than the minimum amount specified in Section 2.1(a), (iii) no portion of the outstanding principal amount of any Loan may be Continued or Converted when any Default or Event of Default has occurred and is continuing and (iv) in the absence of delivery of a timely Notice of Continuation/Conversion with written noticerespect to any Loan as set forth above, as of such Loan shall automatically Convert to, or Continue as, a Base Rate Loan on the last day of the applicable then current Interest PeriodPeriod in the case of Fixed Rate Loans. Each Base Rate Loan shall automatically Continue without any action on the part of any Person until the earliest of (x) the Maturity Date, to continue any SOFR (y) the date such Base Rate Loans Loan is prepaid and (or any part thereofz) having Interest Periods expiring on the date such day; provided that if the Base Rate Loan is Converted into a Loan of another Type. Such Notice of Continuation/Conversion shall fail specify: (a) the date of such Continuation or Conversion, which shall be (i) in the case of Fixed Rate Loans, the last day of the then current Interest Period of the Loans to specify be Continued or Converted and (ii) in the case of Base Rate Loans, the date specified in such Notice of Continuation/Conversion, (b) the aggregate amount of the Loans to be Continued or Converted, (c) whether the Loans to be Continued or Converted are to remain or become CD Loans, Base Rate Loans or Euro-Dollar Loans, and (d) in the case of a Continuation or Conversion to a Fixed Rate Loan, the duration of the Interest PeriodPeriod applicable thereto, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) subject to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance provisions of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount definition of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of By delivering a Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. on or before 12:00 a.m. (New York City time) at least on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three Business Days' notice in the case of LIBO Rate Loans, and in either case not more than five Business Days' notice, that all or any portion (3) Business Days in advance an aggregate minimum amount with respect to continuations of or conversions into LIBO Rate Loans, prior to the Continuation/Conversion Syndication Date if equal to the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: product of (i) the proposed Continuation/number of Lenders on the date the relevant Continuation/ Conversion Date; Notice is delivered to the Agent multiplied by (ii) $500,000 and in integral multiples in excess thereof of $100,000, and from and after the aggregate principal amount Syndication Date equal to the product of Term Loans to be converted or continued; (iiix) the Type number of Term Loans resulting from Lenders on the proposed conversion or continuation; and Syndication Date multiplied by (ivy) $500,000 and in integral multiples in excess thereof of $100,000) be, in the duration case of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Base Rate Loans, converted into LIBO Rate Loans or be, in the Borrower fails to select timely a new Interest Period to be applicable to such SOFR case of LIBO Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans or continued as LIBO Rate Loans (in the absence of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt delivery of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans Conversion Notice with respect to which the notice was given held by each Lender. any LIBO Rate Loan at least three Business Days (e) There may but not be more than ten different SOFR five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that (a) each such conversion or continuation shall be prorated among the applicable outstanding Revolving Loans of all Lenders, and (b) no portion of the outstanding principal amount of any Revolving Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has occurred and is continuing, unless the Required Lenders otherwise agree in effect hereunder at any timewriting and (c) no Loans may be continued as, or be converted into, LIBO Rate Loans after the day that is one month prior to the Maturity Date or Revolving Loan Commitment Termination Date, as the case may be.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate LIBOR Loans is then permitted under Section 2.3(a2.4(a)(iii)): (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof in an amount not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof) into SOFR Rate LIBOR Loans; and (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided, further, that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B C (a “Notice of Continuation/Conversion”) to the Agent not later than than, (x) 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the Class and aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate LIBOR Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate LIBOR Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 15 (fifteen) different SOFR Rate LIBOR Loans in effect hereunder at any timetime (which number may be increased or adjusted by agreement between the Borrower and the Agent in connection with any Revolving Credit Commitment Increase or the creation of any Extended Revolving Credit Commitment Facility).

Continuation and Conversion Elections. (a) The A Borrower may (provided that upon irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Agent in accordance with Section 2.3(a)2.01(b): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City timeprovided that a Borrowing of LIBOR Loans is permitted pursuant to Section 2.01(b), elect, as of any Business Day, in the case of Base Rate Loans to convert any such Base Rate Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof) into SOFR Rate LIBOR Loans; and; (ii) elect with written noticeprovided that a Borrowing of LIBOR Loans is permitted pursuant to Section 2.01(b), elect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans having Interest Periods expiring on such day (or any part thereof) having Interest Periods expiring on in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof as LIBOR Loans; or (iii) elect, as of any Business Day, in the case of LIBOR Loans to convert any such dayLIBOR Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Loans; provided that if at any time the Notice aggregate amount of Continuation/Conversion LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof, to less than One Million Dollars ($1,000,000), such LIBOR Loans shall automatically convert into Base Rate Loans; and provided, further, that if the notice shall fail to specify the duration of the Interest PeriodPeriod of any LIBOR Loan to result from any such continuation or conversion, such Interest Period shall be one monthmonth in duration. (b) The Borrower For any continuation or conversion pursuant to clause (a) preceding, ACL shall deliver a notice of continuation/conversion substantially in the form of Exhibit B G or such other form as may be acceptable to the Agent in its sole discretion (any such notice being referred to herein as a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 11:00 a.m. (New York City Chicago, Illinois time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term such Loans to be continued or converted and, if continuing LIBOR Loans, the specific Borrowings (or continuedportions thereof) to be continued or converted; (iii) the Type type of Term Loans resulting from the proposed conversion continuation or continuationconversion; and (iv) the duration of the any requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans, the Borrower fails Borrowers have failed to timely select timely a new Interest Period to be applicable to such SOFR Rate LIBOR Loans, the Borrower Borrowers shall be deemed to have elected to convert continue such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate LIBOR Loans as a LIBOR Loan with an Interest Period of the expiration date of each applicable Interest Periodone month. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans held by each Lender with respect to which the such notice was given held by each Lendergiven. (e) There After giving effect to any continuation or conversion of any LIBOR Loan, there may not be more than ten eight (8) different SOFR Interest Periods in effect hereunder. (f) At the election of the Agent or the Majority Lenders, the Borrowers shall have no right to convert any Base Rate Loans in effect hereunder at into LIBOR Loans or to continue any timeLIBOR Loans as LIBOR Loans during the continuance of any Default or any Event of Default.

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert all or any portion of outstanding Base Rate Loans Advances (in an aggregate amount not less than $1,000,000 or any part a larger integral multiple of $500,000 in excess thereof) into SOFR Rate Loans; andLIBOR Advances. (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $500,000 or a larger integral multiple of $100,000 in excess thereof) having into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any LIBOR Advances; provided PROVIDED, HOWEVER, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $1,000,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuationconversion or continuation (a "NOTICE OF CONVERSION/conversion CONTINUATION"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) EXHIBIT E hereto, to the Administrative Agent not later than 1:00 p.m. (New York City timei) at least 12:00 noon three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances or any portion thereof are to be converted into or continued as SOFR LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Loans and specifyingAdvances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Date; date of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; , and whether such Advances are under the Revolving Loan or the Revolver/Term Loan; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Term Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than ten eight different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The Each Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time)in the case of Base Rate Loans made to such Borrower, to convert any such Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) made to such Borrower having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing made to a Borrower is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The A Borrower shall deliver a notice of continuation/conversion substantially ("Notice of Continuation/Conversion") in the form of Exhibit B (E attached hereto and made a “Notice of Continuation/Conversion”) part hereof to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans of such Borrower are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans of such Borrower to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the such Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate LoansLoans of a Borrower, the such Borrower fails has failed to select timely deliver a new Interest Period to be applicable Notice of Continuation/Conversion with respect to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten nine (9) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):LS&Co may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any Base Rate Revolving Loans (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $10,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided PROVIDED, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $10,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; PROVIDED FURTHER that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower LS&Co shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation"NOTICE OF CONTINUATION/Conversion”CONVERSION") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Revolving Loans and specifying: (i) the Borrower; (ii) the proposed Continuation/Conversion Date; (iiiii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iiiiv) the Type type of Term Loans resulting from the proposed conversion or continuation; and (ivv) the duration of the requested Interest Period, providedPROVIDED, howeverHOWEVER, the Borrower LS&Co may not select an Interest Period that ends after the Stated Termination Date; provided that in lieu of delivering a Notice of Continuation/Conversion, LS&Co may give the Agent telephonic notice of such request for Continuation/Conversion on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing such Revolving Loans, regardless of whether any written confirmation is received. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Revolving Loans, the Borrower fails LS&Co has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansRevolving Loans or if any Default or Event of Default then exists, the applicable Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten (10) different SOFR LIBOR Rate Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):FMC or FRC may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower FMC or FRC shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 10:00 a.m. (New York City Los Angeles time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, FMC or FRC, as the Borrower fails case may be, has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower applicable Borrower(s) shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten seven (7) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion -------- ------- notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Los Angeles time) at least three (3) 3 Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends -------- ------- after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 10 different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of By delivering a Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, on or before 11:00 a.m. (New York City time) on a Business Day, the Borrower may from time to time irrevocably elect on not less than one (1) Business Day nor more than five (5) Business Days’ notice, in the case of Loans accruing interest at the Base Rate, and not less than three (3) nor more than five (5) Business Days’ notice, in the case of Loans (other than Swingline Loans) accruing interest at LIBOR, that all, or any portion in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 be, in the case of Loans (other than Swingline Loans) accruing at the Base Rate, converted into Loans accruing interest at LIBOR or be, in the cause of Loans accruing interest at LIBOR, converted into Loans accruing interest at the Base Rate or continued as Loans accruing interest at LIBOR (in the absence of delivery of a Continuation/Conversion Notice, by facsimile, email or other method of delivery of notice permitted pursuant to Section 11.2, with respect to any Loan accruing interest at LIBOR at least three (3) Business Days in advance (but not more than five (5) Business Days) before the last day of the Continuation/Conversion Date if then current Interest Period with respect thereto, such Loan shall, on such last day, automatically convert to a Loan accruing interest at the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuationBase Rate); and (iv) the duration of the requested Interest Period, provided, however, that (a) each such conversion or continuation shall be prorated among the Borrower may not select an Interest Period that ends after applicable outstanding Loans of all Lenders, (b) no portion of the Stated Termination Date. (c) If, upon the expiration outstanding principal amount of any Interest Period applicable to any SOFR Rate LoansLoans may be continued as, the Borrower fails to select timely a new Interest Period to or be applicable to such SOFR Rate Loansconverted to, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If accruing interest at LIBOR when any Event of Default existshas occurred and is continuing, at the election of the Agent or unless the Required LendersLenders otherwise agree in writing, all SOFR Rate (c) no Loans shall may be continued as, or be converted into Base Rate into, Loans as of accruing interest at LIBOR for an Interest Period extending beyond the expiration date of each applicable Interest Period. Stated Maturity Date and (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may Loans accruing interest at LIBOR that have an Interest Period ending on one particular date such Loans shall not be subject to the integral multiple requirement set forth above (it being understood that, if there are Loans with Interest Periods ending on more than ten different SOFR Rate one date, this clause shall only apply to those Loans in effect hereunder at any timewith an Interest Period ending on one particular date and no other date).

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month30 days. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York, New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten six (6) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of LIBOR Term SOFR Rate Loans is then permitted under Section 2.3(a2.4(a)(ii)): (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof in an amount not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof) into LIBOR Term SOFR Rate Loans; and (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any LIBOR Term SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Term SOFR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Term SOFR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B C (a “Notice of Continuation/Conversion”) to the Agent not later than than, (x) 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as LIBOR Term SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any LIBOR Term SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such LIBOR Term SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such LIBOR Term SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all LIBOR Term SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 15 (fifteen) different LIBOR Term SOFR Rate Loans in effect hereunder at any timetime (which number may be increased or adjusted by agreement between the Borrower and the Agent in connection with any Revolving Credit Commitment Increase or the creation of any Extended Revolving Credit Facility).

Continuation and Conversion Elections. (a) The Borrower may (provided that Subject to Section 1.2(b)(3), the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):US Borrowers may: (i) elect with written noticeelect, one as of any US Business Day priorDay, by 1:00 p.m. (New York City time), in the case of US Base Rate Revolving Loans to convert any US Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate US LIBOR Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate US LIBOR Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of US LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such US LIBOR Revolving Loans shall automatically convert into US Base Rate Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The US Borrower Representative shall deliver a notice of continuation/conversion substantially in the form of attached hereto as Exhibit B E (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City California time) ), at least three (3) US Business Days in advance of the Continuation/Conversion Date Date, if the Term US Revolving Loans are to be converted into or continued as SOFR Rate US LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term US Revolving Loans to be converted or continuedrenewed; (iii) the Type type of Term US Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the US Borrower Representative may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate US LIBOR Revolving Loans, the US Borrower fails Representative has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansUS LIBOR Revolving Loans or if any Default or Event of Default then exists, the US Borrower Representative shall be deemed to have elected to convert such SOFR Rate US LIBOR Revolving Loans into US Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender US Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each US Lender. (e) There may not be more than ten six (6) different SOFR Rate Interest Periods for US LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may may: (provided that 1) elect, as of any Business Day, in the Borrowing case of SOFR Base Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate LIBOR Loans; andor (ii2) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $500,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided that if at any time the Notice aggregate amount of Continuation/Conversion LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City San Francisco time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans and specifying: (i1) the proposed Continuation/Conversion Date; (ii2) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii3) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date; provided that in lieu of delivering a Notice of Continuation/Conversion, Borrower may give the Agent telephonic or email notice of such request for Continuation/Conversion on or before the deadline set forth above with written confirmation (which may be by email) to follow within one Business Day of any such notice given telephonically. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten six different SOFR Rate LIBOR Loans in effect hereunder at any timetime prior to the Accordion Effective Date and not more than nine different LIBOR Loans in effect hereunder at any time after the Accordion Effective Date.

Continuation and Conversion Elections. (a) The Borrower may (provided that By delivering a Continuation/ Conversion Notice to the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeAdministrative Agent on or before 10:00 a.m., one Business Day prior, by 1:00 p.m. (New York City time), on a Business Day, the Borrower may from time to convert time irrevocably elect, on not less than one Business Days' notice in the case of any Loans that are to be converted into Base Rate Loans, or three Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, and in either case not more than five Business Days' notice, that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $250,000, in the case of any Loans that are to be converted into Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO Rate Loans (or in the absence of delivery of a Continuation/Conversion Notice with respect to any part thereofLIBO Rate Loan at least three Business Days (but not more than five Business Days) into SOFR Rate Loans; and (ii) elect with written notice, as of before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one month); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable Interest Periodoutstanding Loans of all Lenders that have made such Loans, to continue and (y) if any SOFR Default is in existence at the applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans (and the Administrative Agent has, or any part the Required Lenders have, determined in its or their sole discretion not to permit such continuation or conversion and have notified the Borrower telephonically or in writing thereof) having Interest Periods expiring on such day; provided that if , the Notice of Continuation/Conversion shall fail Borrower may not elect to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver have a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be Loan converted into or continued as SOFR a LIBO Rate Loans Loan and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into a Base Rate Loans as of the expiration date of each applicable Interest PeriodLoan. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower Company may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert all or any portion of outstanding Base Rate Loans Advances (in an aggregate amount not less than $5,000,000 or any part a larger integral multiple of $1,000,000 in excess thereof) into SOFR Rate Loans; andLIBOR Advances; (ii) elect with written noticeto convert at the end of any Interest Period therefor, as all or any portion of outstanding LIBOR Advances comprised of the last day same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of the applicable Interest Period, to continue any SOFR Rate Loans (or any part $500,000 in excess thereof) having into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any LIBOR Advances; provided PROVIDED, HOWEVER, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $1,000,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower Company shall deliver a notice of continuationconversion or continuation (a "NOTICE OF CONVERSION/conversion CONTINUATION"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) EXHIBIT D hereto, to the Administrative Agent not later than 1:00 p.m. (New York City timei) at least 12:00 noon three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances or any portion thereof are to be converted into or continued as SOFR LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Loans and specifyingAdvances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails Company shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower Company shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Term Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than ten different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Administrative Borrower, on behalf of the Borrowers, shall deliver a notice of continuation/conversion substantially in the form of attached hereto as Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 11:00 a.m. (New York City Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i1) the proposed Continuation/Conversion Date; (ii2) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii3) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be continue the applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default has occurred and is continuing, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans held by each Lender with respect to which the notice was given held by each Lendergiven. (e) There may not be more than ten eight (8) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. in the case of CBFR Revolving Loans (New York City time), other than Swing Line Loans) to convert any Base Rate Loans CBFR Revolving Loan (or any part thereof in an amount not less than $5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR Rate Eurodollar Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) Eurodollar Revolving Loan having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such Eurodollar Revolving Loans shall automatically convert into CBFR Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Representative shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City Chicago time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate Eurodollar Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate Eurodollar Revolving Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansEurodollar Revolving Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR Rate Eurodollar Revolving Loans into Base Rate CBFR Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten five (5) different SOFR Rate Eurodollar Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time)in the case of Base Rate Revolving Loans, to convert any Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate LIBOR Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided that if at any time the Notice aggregate amount of Continuation/Conversion LIBOR Revolving Loans in respect of any Borrowing is reduced by payment, prepayment, or conversion of part thereof to be less than $1,000,000, then such LIBOR Revolving Loans shall automatically convert into Base Rate Revolving Loans; and provided further that if the notice shall fail to specify the duration of the Interest Period, then such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Administrative Agent not later than 1:00 o'clock p.m. (New York City Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, provided that the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Datelast day of the DIP Term. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Revolving Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Revolving Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR Rate LIBOR Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten eight (8) different SOFR Rate LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that may, upon irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Co-Agents in accordance with Section 2.3(a)3.2(b): (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate such Loans (or any part thereof in an amount not less than $3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $3,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuationconversion/conversion substantially continuation in the form of attached hereto as Exhibit B (a “Notice E,("Notice of Continuation/Conversion”") to be received by the Agent Co- Agents not later than 1:00 p.m. 10:00 a.m. (New York City California time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.made

Continuation and Conversion Elections. (a) The Borrower Company may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert all or any portion of outstanding Base Rate Loans Advances (in an aggregate amount not less than $5,000,000 or any part a larger integral multiple of $1,000,000 in excess thereof) into SOFR Rate Loans; andLIBOR Advances; (ii) elect with written noticeto convert at the end of any Interest Period therefor, as all or any portion of outstanding LIBOR Advances comprised of the last day same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of the applicable Interest Period, to continue any SOFR Rate Loans (or any part $500,000 in excess thereof) having into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any LIBOR Advances; provided PROVIDED, HOWEVER, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $1,000,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower Company shall deliver a notice of continuationconversion or continuation (a "NOTICE OF CONVERSION/conversion CONTINUATION"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) EXHIBIT D hereto, to the Administrative Agent not later than 1:00 p.m. (New York City timei) at least 12:00 noon three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances or any portion thereof are to be converted into or continued as SOFR LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Loans and specifyingAdvances. Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails Company shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower Company shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Term Loans Advances with respect to which the such notice was given held by each Lendergiven. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than ten different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time on a Business Day, the Borrower may (provided from time to time irrevocably elect that the Borrowing all, or any portion in an aggregate minimum amount of SOFR Rate $5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans is then permitted under Section 2.3(a)): be (i) elect with written on not less than three Business Days' notice, one Business Day priorconverted into, by 1:00 p.m. (New York City time)or continued as, to convert any Base Rate Loans (or any part thereof) into SOFR LIBO Rate Loans; and , or (ii) elect on the same Business Day, be converted into, or continued as Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with written noticerespect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, -------- however, that (x) each such conversion or continuation shall be pro rated among ------- the applicable outstanding Loans of all Lenders, (y) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable Interest Periodthereto and (z) no portion of the outstanding principal amount of any Loans may be continued as, to continue any SOFR or be converted into, LIBO Rate Loans (when any Default or any part thereof) having Interest Periods expiring on such day; provided that if the Notice Event of Default under Section 9.1.1 has occurred and is continuing. Each delivery of ------------- a Continuation/Conversion Notice shall fail constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to specify the duration time of such continuation or conversion any matter certified to by the Borrower by reason of the Interest Period, immediately preceding sentence will not be true and correct at such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date time if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, howeverthen made, the Borrower may not select an Interest Period will immediately so notify the Administrative Agent. Except to the extent, if any, that ends after prior to the Stated Termination Date. (c) Iftime of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower certification and warranty shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of be made at the expiration date of such Interest Periodcontinuation or conversion as if then made. If Upon the occurrence and during the continuance of any Event of Default existsunder Section 9.1.1, each LIBO ------------- Rate Loan shall convert automatically to a Base Rate Loan at the election end of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans Period then in effect hereunder at any timefor such LIBO Rate Loan.

Continuation and Conversion Elections. (a) The Borrower may (provided that By delivering a Continuation/ Conversion Notice to the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeAdministrative Agent on or before 1:00 p.m., one Business Day prior, by 1:00 p.m. (New York City time), on a Business Day, the Borrower may from time to convert time irrevocably elect, on not less than one (1) Business Day's notice in the case of any Loans that are to be continued as, or converted into Base Rate Loans, or three (3) Business Days' notice in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, that all, or any portion in an aggregate minimum amount of $3,000,000 and in integral multiples of $500,000 in excess thereof, in the case of any Loans that are to be continued as, or converted into, LIBO Rate Loans, or an aggregate minimum amount of $3,000,000 and an integral multiple of $500,000 in excess thereof, in the case of any Loans that are to be continued as, or converted into, Base Rate Loans, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or continued as Base Rate Loans, or be, in the case of LIBO Rate Loans, converted into Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, continued as of the last day of the applicable Interest Period, to continue any SOFR LIBO Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if in the Notice absence of delivery of a Continuation/Conversion shall fail Notice with respect to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) any LIBO Rate Loan at least three (3) Business Days in advance before the last day of the Continuation/Conversion Date then-current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically be continued as a LIBO Rate Loan having an Interest Period of one (1) month); provided, however, that (x) each such conversion or continuation shall be prorated among the applicable outstanding Loans of all Lenders, and (y) if any Event of Default is in existence at the Term Loans are applicable time of any proposed continuation of, or conversion into, any LIBO Rate Loans, the Borrower may not elect to be have a Loan converted into or continued as SOFR a LIBO Rate Loans Loan and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR outstanding LIBO Rate Loans shall be automatically converted on the last day of the current Interest Period applicable thereto into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Loans. Administrative Agent will promptly notify shall give each Lender prompt notice of any such proposed conversion affecting any of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each LenderLoans. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The A Borrower may (provided that upon irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Administrative Agent in accordance with Section 2.3(a)3.2(b): (i) elect with written noticeprovided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, one elect, as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof) into SOFR LIBOR Rate Revolving Loans; and; (ii) elect with written noticeprovided that Borrowing of LIBOR Rate Revolving Loans is permitted pursuant to Section 2.2, elect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Revolving Loans having Interest Periods expiring on such day (or any part thereof) having Interest Periods expiring on in an amount not less than One Million Dollars ($1,000,000), or that is in an integral multiple of One Million Dollars ($1,000,000) in excess thereof as LIBOR Rate Revolving Loans; or (iii) elect, as of any Business Day subject to Section 5.4, in the case of LIBOR Rate Revolving Loans to convert any such dayLIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (ii) preceding) into Base Rate Revolving Loans; provided that if at any time the Notice aggregate amount of Continuation/Conversion LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than One Million Dollars ($1,000,000), such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, that if the notice shall fail to specify the duration of the Interest PeriodPeriod of any LIBOR Rate Revolving Loan to result from any such continuation or conversion, such Interest Period shall be one monthmonth in duration. (b) The Borrower For any continuation or conversion pursuant to clause (a) preceding, the Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B E or such other form as may be acceptable to the Agents, in their sole discretion (any such notice being referred to herein as a “Notice of Continuation/Continuation/ Conversion”) to the Administrative Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term such Revolving Loans to be continued or converted and, if continuing LIBOR Rate Revolving Loans, the specific Revolving Loans (or continuedportions thereof) to be continued or converted; (iii) the Type type of Term Revolving Loans resulting from the proposed conversion continuation or continuationconversion; and (iv) the duration of the any requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Revolving Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Revolving Loans, the Borrower fails Borrowers have failed to timely select timely a new Interest Period to be applicable to such SOFR LIBOR Rate Revolving Loans, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) On or before the deadline set forth in clause (b) preceding, in lieu of delivering a Notice of Continuation/Conversion, the Borrowers may give the Administrative Agent telephonic notice of any request for a continuation or conversion. The Administrative Agent shall be entitled to rely on such telephonic notice in continuing or converting such Revolving Loans, regardless of whether any written confirmation is received. (e) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All continuations and conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Revolving Loans held by each Revolving Lender with respect to which the such notice was given held by each Lendergiven. (ef) There After giving effect to any continuation or conversion of any LIBOR Rate Revolving Loan, there may not be more than ten (10) different SOFR Rate Loans Interest Periods in effect hereunder at hereunder. (g) At the election of either of the Agents or the Majority Revolving Lenders, the Borrowers shall have no right to convert any timeBase Rate Revolving Loans into LIBOR Rate Revolving Loans or to continue any LIBOR Rate Revolving Loans as LIBOR Rate Revolving Loans during the existence of any Default or Event of Default.

Continuation and Conversion Elections. (a1) The A Borrower may upon irrevocable written notice to the Agent in accordance with Section 2.2(b): -------------- (provided that 1) elect, as of any Business Day, in the Borrowing case of SOFR Base Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any such Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into SOFR LIBOR Rate Loans; (2) elect, as of any Business Day subject to Section 4.4, in the case of LIBOR Rate Loans to convert ------------ any such LIBOR Rate Loans into Base Rate Loans; andor (ii3) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) as LIBOR Rate Loans; provided that if at any time the Notice aggregate amount of Continuation/Conversion LIBOR Rate Loans -------- in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Loans; provided, -------- further, that if the notice shall fail to specify the duration of the ------- Interest PeriodPeriod of any LIBOR Rate Loans, such Interest Period shall be one month. (b2) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B G (a “"Notice of --------- --------- Continuation/Conversion”") to the Agent not later than 1:00 p.m. 11:00 a.m. ----------------------- (New York City Dallas, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i1) the proposed Continuation/Conversion Date; (ii2) the Loans and the aggregate principal amount of Term such Loans to be converted or continued; (iii3) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, -------- however, the Borrower Borrowers may not select an Interest Period that ends ------- after the Stated Termination DateDate or that, with respect to any portion of the Term Loans, extends beyond an installment payment date for the Term Loans unless, after giving effect to such election, the portion of the Term Loans not subject to Interest Periods ending after such installment payment date is equal to or greater than the principal due on such installment payment date. (c3) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to timely select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d4) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the such notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of attached hereto as Exhibit B E (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City California time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 6 different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The To convert all or part of a Dollar Loan into a Gold Loan (or VICE VERSA), the Borrower may must deliver a Conversion Notice to the Administrative Agent no later than 10.00 a.m. five Business Days prior to the expiration of the relevant Interest Period then in effect. Conversions of Loans (provided that the Borrowing of SOFR Rate Loans is then whether in whole or in part) shall be permitted under Section 2.3(a)): only if, after giving effect to such Conversion Notice: (i) elect no more than eight Interest Periods with written notice, one Business Day prior, by 1:00 p.m. (New York City time), respect to convert any Base Rate all the Loans (or any part thereof) into SOFR Rate Loans; and would be outstanding from all Lenders at such time and (ii) elect with written noticethe aggregate Principal Amounts of all Gold Loans and/or Dollar Loans would be in a multiple of 2,000 Ounces and/or U.S.$500,000, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one monthcase may be. (b) The Borrower shall deliver a notice obligations of continuation/conversion substantially in the form of Exhibit B (a “Lenders to give effect to any Conversion Notice of Continuation/Conversion”) are subject to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance conditions precedent that on both the day of delivery of the Continuation/Conversion Date if Notice and the Term Loans are to be converted into or continued as SOFR Rate Loans and specifyingproposed Conversion Date: (i) the proposed Continuation/Conversion Dateno Default shall have occurred and be continuing or would result from such conversion; (ii) the aggregate principal amount representations and warranties set forth in ARTICLE 7 and in any other Loan Document shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true as of Term Loans to be converted or continued;such earlier date); and (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration none of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Datecircumstances specified in SECTION 5.1 has occurred and is continuing. (c) If, upon the expiration The Borrower may request a maximum of two conversions of Loans in any Interest Period applicable calendar year. (i) If pursuant to any SOFR Rate LoansConversion Notice, the Borrower fails seeks to select timely convert all or part of a new Interest Period to be applicable to such SOFR Rate LoansDollar Loan into a Gold Loan, the Borrower shall be deemed repay the Conversion Amount on the Conversion Date designated in such Conversion Notice and the Lenders shall make a Gold Loan to have elected the Borrower in the number of Ounces equal to convert such SOFR Rate Loans into Base Rate Loans effective as the Current Gold Equivalent of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest PeriodConversion Amount. (dii) The Agent will promptly notify each Lender of its receipt If pursuant to any Conversion Notice, the Borrower seeks to convert all or part of a Gold Loan into a Dollar Loan and the Spot Gold Price exceeds the Original Gold Price with respect to such Gold Loan, then the Borrower shall repay the Conversion Amount on the Conversion Date designated in such Conversion Notice and the Lenders shall make a Dollar Loan to the Borrower in the number of Continuation/ConversionDollars equal to the Original Dollar Equivalent of the Conversion Amount. (iii) If pursuant to any Conversion Notice, the Borrower seeks to convert all or part of a Gold Loan into a Dollar Loan and the Spot Gold Price is less than (or is equal to) the Original Gold Price with respect to such Gold Loan, then the Borrower shall repay the Conversion Amount on the Conversion Date designated in such Conversion Notice and the Lenders shall make a Dollar Loan to the Borrower in the number of Dollars equal to the then Current Dollar Equivalent of the Conversion Amount. (iv) (X) provisions of this Agreement relating to the making and repayment of Loans shall apply to the mechanics for converting Loans set forth in this Section. All conversions Solely for the purpose of this Section, subject to the terms and continuations of the conditions of this Agreement, the Loans requested in each relevant Conversion Notice shall be made ratably according to on the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each LenderConversion Date specified therein. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof) into SOFR Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided that if the Notice of By delivering a Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. on or before 10:00 a.m. (New York City London time) at least three (3) on a Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, howeverDay, the Borrower may from time to time irrevocably elect, on not select an Interest Period that ends after less than three nor more than five Business Days' notice (counting the Stated Termination Date. (cdate on which such notice is given) If, upon prior to the expiration of any Interest Period applicable with respect to any SOFR then outstanding Loans of any type (or during an Interest Period in the case of any prepayment of Tranche B Gold Loans required pursuant to clause (e) or (j) (as a consequence of any conversion ---------- --- pursuant to clause (e)(x)) of Section 3.1.1 or as a result of any repayment ------------- ------------- pursuant to Section 4.1 or 4.5, subject, in each such case, to Section 4.3), ----------- --- ----------- that, solely in the case of Tranche B Loans, all or a portion of such Tranche B Loans be, upon the expiration of such Interest Period (or during such Interest Period, as aforesaid), converted into Tranche B Loans of another type, or, in the case of any Loans, upon the expiration of such Interest Period, continued as Loans of such type for the Interest Period or Interest Periods specified in such Continuation/Conversion Notice; provided, however, that, at any one time, only -------- ------- two Interest Periods with respect to each type of Loans may be in effect; and provided, further, however, that immediately following any conversion of either -------- ------- ------- type of Tranche B Loans such that both types of Tranche B Loans would then be outstanding, the aggregate Principal Amount of Tranche B Loans of either type shall not be less than the lesser of (x) one-eighth of the aggregate Principal Amount of all Tranche B Loans then outstanding (and for the purposes of the foregoing all calculations shall be made in Dollars utilizing the Dollar equivalent of any then outstanding Tranche B Gold Loans as at the date of the proposed conversion) or (y) 10,000 ounces of Gold or $5,000,000, as the case may be; and provided, further, however, that no Tranche B Loan of either type may be -------- ------- ------- converted into the other type of Tranche B Loan: (a) at any time when any Default has occurred and is continuing or would occur as a consequence of such conversion; (b) unless, simultaneously with the effective date of such Continuation/Conversion Notice: (i) the Borrower shall have made any repayment or prepayment of Loans then required to be made pursuant to this Agreement and (ii) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate calculated as of such date, together with such information concerning the calculations and assumptions used by the Borrower in delivering such Compliance Certificate as the Administrative Agent shall have requested; and (c) without prejudice to the provisions of clause (a) and without ---------- limiting the Borrower's obligations pursuant to Section 7.1.11 to -------------- implement Interest Rate Protection Agreements with respect to the Tranche A Loans, unless, simultaneously with the delivery of the relevant Continuation/Conversion Notice, the Administrative Agent shall have received from the Borrower, in the case of any conversion into Tranche B Dollar Loans: (i) to the extent requested by the Administrative Agent, copies of documentation relating to Hedging Agreements and Interest Rate Protection Agreements, if any, required to be implemented pursuant to Sections 7.1.10 and 7.1.11, respectively, after giving effect to such --------------- ------ conversion and (ii) a certificate of the Borrower as to the effectiveness of such Hedging Agreements or Interest Rate Protection Agreements, as the case may be. In the absence of delivery of a Continuation/Conversion Notice with respect to any Loans at least three Business Days before the last day of the then current Interest Period with respect thereto, such Loans shall, on such last day, automatically be deemed to be continued as Loans of the same type having (subject to Section 3.2.2) an Interest Period determined pursuant to the ------------- provisions of clause (c) of the definition of such term unless a conversion of ---------- any Tranche B Loans may be required pursuant to clause (e) of Section 3.1.1 or ---------- ------------- Section 4.12. ------------ Notwithstanding the foregoing, the Borrower fails may not request that more than one conversion of Tranche B Loans from one type to select timely a new Interest Period another type thereof be effected during any 12 month period. In connection with any conversion pursuant to be applicable this Section (and subject to such SOFR Rate Loansthe payment mechanics contained in Sections 2.3 and 4.8 and other relevant ------------ --- provisions of this Agreement), the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as make a repayment of the expiration date relevant type and Principal Amounts of such Interest Period. If any Event of Default exists, at Tranche B Loans to be converted and the election Tranche B Lenders shall make Loans of the Agent or relevant type and Principal Amounts of Tranche B Loans which are to be outstanding immediately following such conversion. For the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as purposes of computing the Principal Amount of the expiration date of each applicable Interest Period.Loans outstanding after any conversion pursuant to this Section: (d) The Agent will promptly notify each Lender the Principal Amount of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Tranche B Dollar Loans converted from Tranche B Gold Loans shall be made ratably according to (i) if the respective outstanding principal amounts then applicable London Price is in excess of the Term Loans Loan Base Price with respect to which such Tranche B Gold Loan, in the notice was given held by excess, if any, of (x) the Dollar equivalent of such Tranche B Gold Loans less (y) the sum of the Principal Amounts of (A) any repayment ---- required to be, and actually, made on the date of conversion pursuant to clause (j) of Section 3.1.1 plus (B) any other prepayments or repayments ---------- ------------- ---- with respect to such Loans required to be, and actually, made on such date, or (ii) in each Lender.other case, in the excess, if any, of (x) the Dollar equivalent (calculated at the Loan Base Price with respect to such Tranche B Gold Loans, of such Tranche B Gold Loans) less (y) the sum of the Principal Amounts of any prepayments or repayments with respect to such Loans required to be, and actually, made on such date; and (e) There may not the Principal Amount of any Tranche B Gold Loans converted from Tranche B Dollar Loans shall be more than ten different SOFR Rate in the excess, if any, of (i) the Gold equivalent of such Tranche B Dollar Loans in effect hereunder at less (ii) the sum of the ---- Principal Amounts of any timeprepayments or repayments with respect to such Loans required to be, and actually, made on such date.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any Base Rate Revolving Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate LIBOR Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $500,000, such LIBOR Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 11:00 a.m. (New York City timeCentral Standard Time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Revolving Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Revolving Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR Rate LIBOR Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten six (6) different SOFR Rate LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Lender and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (all or any part portion of outstanding Revolving Advances or Term Advances which are Base Advances (in an aggregate amount not less than $500,000 or an integral multiple of $100,000 in excess thereof) into SOFR Rate LoansLIBOR Advances; andor (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding Revolving Advances or Term Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or an integral multiple of $50,000 in excess thereof) having into Base Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any Revolving Advances or Term Advances which are LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR -------- ------- Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $500,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion or continuation (a "Conversion or Continuation Notice"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) E --------- hereto, to the Agent Administrative Lender not later than 1:00 p.m. (New York City timei) at least 10:00 a.m. three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Revolving Advances or Term Loans Advances (or any portion of either thereof) are to be converted into or continued as SOFR Rate Loans LIBOR Advances; and specifying(ii) 10:00 a.m. on the Business Day of the proposed conversion, if the Revolving Advances or Term Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Revolving Advances or Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than ten seven different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The Each Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans made to such Borrower to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Revolving Loans (or any part thereof) made to such Borrower having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing made to a Borrower is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The A Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) in the form of Exhibit E attached hereto and made a part hereof to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Revolving Loans of such Borrower are to be converted into or continued as SOFR LIBOR Rate Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Revolving Loans of such Borrower to be converted or continuedrenewed; (iii) the Type type of Term Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the such Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate LoansRevolving Loans of a Borrower, the such Borrower fails has failed to select timely a new Interest Period to be applicable to LIBOR Rate Revolving Loans of such SOFR Rate LoansBorrower or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Revolving Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Revolving Loans with respect to which the notice was given held by each Revolving Lender. (e) There may not be more than ten eight (8) different SOFR LIBOR Rate Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000 or that is in an integral multiple of $100,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof); provided provided, that, if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided, further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent Lender not later than 1:00 p.m. 12:00 noon (New York City Los Angeles time) at least three (3) 3 Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, ; provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten six different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (all or any part portion of outstanding Base Advances (in an aggregate amount not less than $500,000 or an integral multiple of $50,000 in excess thereof) into SOFR Rate LoansLIBOR Advances; andor (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $5,000,000 or an integral multiple of $100,000 in excess thereof) having into Base Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR -------- ------- Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $5,000,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion or continuation (a "Conversion or Continuation Notice"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) E --------- hereto, to the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (New York City timei) at least three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances or any portion thereof are to be converted into or continued as SOFR Rate Loans LIBOR Advances; and specifying(ii) on the Business Day of the proposed conversion, if the Advances or any portion thereof are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation and whether such continuation or conversion is a Revolver Advance, a Term Loan A Advance or a Term Loan B Advance (or any combination thereof); (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than ten different SOFR Rate Loans Interest Periods. The Borrower shall indemnify each Lender against any Consequential Loss incurred by each Lender as a result of (i) any failure to fulfill, on or before the date specified for a conversion or continuation of an Advance, the conditions to the Advance set forth herein or (ii) the Borrower's requesting that a conversion or continuation of an Advance not be made on the date specified in effect hereunder at any timethe Conversion or Continuation Notice.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a by telephonic facsimile notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Atlanta, Georgia time) at least three two (32) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten seven (7) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $3,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York, New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten six (6) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $250,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $250,000 in excess thereof) or to convert the same to Base Rate Loans; provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $2,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 12:00 p.m. (New York City Chicago, Illinois time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten eight (8) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The ------------------------------------- Borrower may (provided from time to time irrevocably elect, pursuant to the delivery of a Continuation/Conversion Notice and Borrowing Base Certificate pursuant to Section 2.6(b), that all or any portion in an aggregate minimum amount of $50,000 and an integral multiple of $1,000 of any Loans be, in the Borrowing case of SOFR Reference Rate Loans, converted into Eurodollar Rate Loans is then permitted under Section 2.3(a)): (i) elect with written noticeor, one in the case of Eurodollar Rate Loans, be converted on a Business Day prior, by 1:00 p.m. (New York City time), to convert any Base into Reference Rate Loans or continued as Eurodollar Rate Loans (or in the absence of delivery of a Continuation/Conversion Notice with respect to any part thereof) into SOFR Eurodollar Rate Loans; and (ii) elect with written notice, as of Loan at least three Business Days before the last day of the applicable then current Interest PeriodPeriod with respect thereto, to continue any SOFR such Eurodollar Rate Loans (or any part thereof) having Interest Periods expiring Loan shall, on such last day, automatically convert to a Reference Rate Loan); provided provided, however, that if (i) each such conversion or -------- ------- continuation shall be pro rated among the Notice of Continuation/Conversion shall fail to specify the duration outstanding Loans of the Interest PeriodLenders, such Interest Period shall (ii) no portion of the outstanding principal amount of any Loan may be one monthcontinued as, or be converted into, a Eurodollar Rate Loan when any Default has occurred and is continuing and (iii) no portion of the outstanding principal amount of any Loan may be continued as, or be converted into, a Eurodollar Rate Loan when the outstanding principal balance of the Loans exceeds the lesser of (x) the Commitment Amount and (y) the Borrowing Base. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Notice, together with a Borrowing Base Certificate, to the Administrative Agent (x) on or before 12:00 p.m., Chicago, Illinois time, on the proposed date of continuation or conversion, if the Term Loans are to be converted into or continued as SOFR Reference Rate Loans and specifying: (iy) on or before 12:00 p.m., Chicago, Illinois time on a Business Day that is not less than three nor more than five Business Days in advance of the proposed Continuation/Conversion Date; (ii) date of continuation or conversion, if the aggregate principal amount of Term Loans are to be converted into or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR continued as Eurodollar Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR Rate LIBOR Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten (10) different SOFR Rate LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that Subject to Section 1.2(b)(3), the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):US Borrowers may: (i) elect with written noticeelect, one as of any US Business Day priorDay, by 1:00 p.m. (New York City time), in the case of US Base Rate Revolving Loans to convert any US Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate US LIBOR Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate US LIBOR Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of US LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such US LIBOR Revolving Loans shall automatically convert into US Base Rate Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The US Borrower Representative shall deliver a notice of continuation/conversion substantially in the form of attached hereto as Exhibit B E (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 1:00 2:00 p.m. (New York City time) , at least three (3) US Business Days in advance of the Continuation/Conversion Date Date, if the Term US Revolving Loans are to be converted into or continued as SOFR Rate US LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term US Revolving Loans to be converted or continuedrenewed; (iii) the Type type of Term US Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the US Borrower Representative may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate US LIBOR Revolving Loans, the US Borrower fails Representative has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansUS LIBOR Revolving Loans or if any Default or Event of Default then exists, the US Borrower Representative shall be deemed to have elected to convert such SOFR Rate US LIBOR Revolving Loans into US Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender US Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each US Lender. (e) There may not be more than ten six (6) different SOFR Rate Interest Periods for US LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time)in the case of Base Rate Loans, to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month. (b) The Borrower Westlake, on its behalf and as agent for the other Borrowers, shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City Houston, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Revolving Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Revolving Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten twelve (12) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Either Borrower may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (all or any part portion of outstanding Advances which are Base Advances (in an aggregate amount not less than $500,000 or an integral multiple of $100,000 in excess thereof) into SOFR Rate LoansLIBOR Advances; andor (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or an integral multiple of $50,000 in excess thereof) having into Base Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any Advances which are LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances -------- ------- comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $500,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The applicable Borrower shall deliver a notice of continuation/conversion or continuation (a "Conversion or Continuation Notice"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) D hereto, to the Administrative Agent not later than 1:00 p.m. (New York City timei) at least 12:00 noon three (3) --------- Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances (or any portion of either thereof) are to be converted into or continued as SOFR Rate Loans LIBOR Advances; and specifying(ii) 12:00 noon on the Business Day of the proposed conversion, if the Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, (i) the applicable Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances, the Interest Period shall be shall be three months, or (ii) if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than ten seven different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one (1) month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Eastern time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten six (6) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Each Borrower may (provided that may, upon -------------------------------------- irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Agent in accordance with Section 2.3(a)3.2(b): (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate such Loans made to such Borrower (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) made to such Borrower having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in -------- respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of such Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The applicable Borrower shall deliver a notice of continuationconversion/conversion substantially continuation ("Notice of Continuation/Conversion"), in the form of Exhibit B (a “Notice of Continuation/Conversion”) C hereto, to be received by the Agent not later than 1:00 p.m. 11:00 a.m. (New --------- York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the applicable Borrower fails has failed to select timely a new Interest Period to be applicable to LIBOR Rate Loans or if any Default or Event of Default then exists, such SOFR Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There During the existence of a Default or Event of Default, the Borrowers may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten five different SOFR Rate Loans Interest Periods in effect hereunder at any timehereunder.

Continuation and Conversion Elections. (a) The Borrower may (provided that may, upon irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Agent in accordance with Section 2.3(a)3.2(b): (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate such Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans, and on and after such date the right of the Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate Loans, as the case may be, shall terminate, and provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuationconversion/conversion substantially in the form of Exhibit B continuation (a “"Notice of Continuation/Conversion”") to be received by the Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Conversion/Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There During the existence of a Default or Event of Default, the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten four different SOFR Rate Loans Interest Periods in effect hereunder at any timehereunder.

Continuation and Conversion Elections. By delivering a Continuation/Conversion Notice in the form of EXHIBIT F hereto (athe "CONTINUATION/CONVERSION NOTICE") The Borrower to the Agent on or before 12:00 Noon, New York City time on a Business Day, the Lessor, at the direction of the Lessee, may (provided from time to time irrevocably elect that the Borrowing all, or any portion in an aggregate minimum amount of SOFR Rate Loans is then permitted under Section 2.3(a)): $10,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Advance be (i) elect with written on not less than three Business Days' notice, one Business Day priorconverted into, by 1:00 p.m. (New York City time)or continued as, to convert any Base a LIBO Rate Loans (Advance, or any part thereof) into SOFR Rate Loans; and (ii) elect on the same Business Day, be converted into, or continued as a Base Rate Advance. In the absence of delivery of such Continuation/Conversion Notice with written noticerespect to any LIBO Rate Advance, such LIBO Rate Advance shall automatically be continued as a LIBO Rate Advance with an Interest Period of the same duration as the then expiring Interest Period; PROVIDED, HOWEVER, that (x) with respect to any Loan, each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Noteholders holding Loans of the same tranche, (y) a LIBO Rate Advance may not be converted at any time other than the last day of the Interest Period applicable Interest Periodthereto and (z) no portion of the outstanding principal amount of any Advance may be continued as, to continue or be converted into, a LIBO Rate Advance when any SOFR Rate Loans (Credit Agreement Event of Default or any part thereof) having Interest Periods expiring on Credit Agreement Default under SECTION 5.1.1 of the Credit Agreement has occurred and is continuing. Each delivery of such day; provided that if the Notice of Continuation/Conversion Notice shall fail constitute a certification and warranty by the Lessor that on the date of delivery of such notice no Credit Agreement Default has occurred and is continuing. If prior to specify the duration time of such continuation or conversion any matter certified to by the Lessor by reason of the Interest Periodimmediately preceding sentence will not be true and correct at such time if then made, the Lessor will immediately so notify the Agent. Except to the extent, if any, that prior to the time of such continuation or conversion the Agent shall have received written notice to the contrary from the Lessor, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans certification and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower warranty shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of be made at the expiration date of such Interest Periodcontinuation or conversion as if then made. If Upon the occurrence and during the continuance of any Credit Agreement Event of Default existsunder SECTION 5.1.1 of the Credit Agreement, each LIBO Rate Advance shall convert automatically to a Base Rate Advance at the election end of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans Period then in effect hereunder at any timefor such LIBO Rate Advance.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate LIBOR Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Agent shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “an irrevocable Notice of Continuation/Conversion”) Conversion to the Agent not later than 1:00 p.m. 11:00 a.m. (New York City Atlanta, Georgia time) at least three two (32) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten (10) different SOFR Rate LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower Company may (provided that upon irrevocable written notice to Administrative Agent and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert all or any portion of outstanding Base Rate Loans Advances (in an aggregate amount not less than $5,000,000 or any part a larger integral multiple of $1,000,000 in excess thereof) into SOFR Rate Loans; andLIBOR Advances. (ii) elect with written noticeto convert at the end of any Interest Period therefor, as all or any portion of outstanding LIBOR Advances comprised of the last day same Borrowing (in an aggregate amount not less than $1,000,000 or a larger integral multiple of the applicable Interest Period, to continue any SOFR Rate Loans (or any part $500,000 in excess thereof) having into Base Rate Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $1,000,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Rate Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower Company shall deliver a notice of continuationconversion or continuation (a "Notice of Conversion/conversion Continuation"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) D hereto, to the Administrative Agent not later than 1:00 p.m. (New York City timei) at least 12:00 noon three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Advances or any portion thereof are to be converted into or continued as SOFR LIBOR Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion or continuation, if the Advances or any portion thereof are to be converted into Base Rate Loans and specifyingAdvances. -32- Each such Notice of Conversion/Continuation shall be by telecopy or telephone, promptly confirmed in writing, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails Company shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower Company shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender of its Upon receipt of a Notice of Conversion/Continuation/Conversion, Administrative Agent shall promptly notify each Lender thereof. All conversions and continuations shall be made ratably according to pro rata among Lenders based on their Specified Percentage of the respective outstanding principal amounts of the Term Loans Advances with respect to which the such notice was given held by each Lender. (e) There may Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of any Advances, there shall not be outstanding Advances with more than ten different SOFR Rate Loans in effect hereunder at any timeInterest Periods.

Continuation and Conversion Elections. (a) The Borrower may may: ELECT, AS OF ANY BUSINESS DAY, IN THE CASE OF BASE RATE LOANS TO CONVERT ANY BASE RATE LOANS (provided OR ANY PART THEREOF IN AN AMOUNT NOT LESS THAN $2,000,000, OR THAT IS IN AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF) INTO LIBOR RATE LOANS; OR ELECT, AS OF THE LAST DAY OF THE APPLICABLE INTEREST PERIOD, TO CONTINUE ANY LIBOR RATE LOANS HAVING INTEREST PERIODS EXPIRING ON SUCH DAY (OR ANY PART THEREOF IN AN AMOUNT NOT LESS THAN $2,000,000, OR THAT IS IN AN INTEGRAL MULTIPLE OF $1,000,000 IN EXCESS THEREOF); provided, that if at any time the Borrowing aggregate amount of SOFR LIBOR Rate Loans in respect of any Borrowing is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day priorreduced, by 1:00 p.m. (New York City time)payment, prepayment, or conversion of part thereof to convert any Base be less than $1,000,000, such LIBOR Rate Loans (or any part thereof) shall automatically convert into SOFR Base Rate Loans; and (ii) elect with written notice, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) . The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York City Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation: THE PROPOSED CONTINUATION/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuationCONVERSION DATE; and (iv) the duration of the requested Interest PeriodTHE AGGREGATE AMOUNT OF LOANS TO BE CONVERTED OR RENEWED; THE TYPE OF LOANS RESULTING FROM THE PROPOSED CONVERSION OR CONTINUATION; AND THE DURATION OF THE REQUESTED INTEREST PERIOD, providedPROVIDED, howeverHOWEVER, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any THE BORROWER MAY NOT SELECT AN INTEREST PERIOD THAT ENDS AFTER THE STATED TERMINATION DATE. If UPON THE EXPIRATION OF ANY Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) . There may not be more than ten six (6) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR Rate LIBOR Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, that the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Revolving Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Revolving Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR Rate LIBOR Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten three (3) different SOFR Rate LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to Administrative Lender and subject to the Borrowing terms of SOFR Rate Loans is then permitted under Section 2.3(a)):this Agreement: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (all or any part portion of outstanding Revolving Advances which are Base Advances (in an aggregate amount not less than $500,000 or an integral multiple of $100,000 in excess thereof) into SOFR Rate LoansLIBOR Advances; andor (ii) elect with written noticeto convert at the end of any Interest Period therefor, as of the last day of the applicable Interest Period, to continue any SOFR Rate Loans (all or any part portion of outstanding Revolving Advances which are LIBOR Advances comprised in the same Borrowing (in an aggregate amount not less than $100,000 or an integral multiple of $50,000 in excess thereof) having into Base Advances; or (iii) elect to continue, at the end of any Interest Periods expiring on such dayPeriod therefor, any Revolving Advances which are LIBOR Advances; provided provided, however, that if the Notice aggregate amount of Continuation/Conversion outstanding LIBOR Advances comprised in the same Borrowing shall fail have been reduced as a result of any payment, prepayment or conversion of part thereof to specify an amount less than $500,000, the duration LIBOR Advances comprised in such Borrowing shall automatically convert into Base Advances at the end of the each respective Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion or continuation (a "Conversion or Continuation Notice"), in substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) E hereto, to the Agent Administrative Lender not later than 1:00 p.m. (New York City timei) at least 10:00 a.m. three (3) Business Days in advance prior to the proposed date of the Continuation/Conversion Date conversion or continuation, if the Term Loans Revolving Advances (or any portion of either thereof) are to be converted into or continued as SOFR Rate Loans LIBOR Advances; and specifying(ii) 10:00 a.m. on the Business Day of the proposed conversion, if the Revolving Advances (or any portion thereof) are to be converted into Base Advances. Each such Conversion or Continuation Notice shall be by telecopy or telephone, promptly confirmed by letter, specifying therein: (i) the proposed Continuation/Conversion Datedate of conversion or continuation; (ii) the aggregate principal amount of Term Loans Revolving Advances to be converted or continued; (iii) the Type nature of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested applicable Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LoansLIBOR Advances, the Borrower fails shall have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Advances or if an Event of Default shall then have occurred and be continuing, the Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Advances into Base Rate Loans Advances effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable current Interest Period. (d) The Agent will promptly notify each Lender Notwithstanding any other provision contained in this Agreement, after giving effect to any conversion or continuation of its receipt of a Notice of Continuation/Conversion. All conversions and continuations any Advances, there shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be outstanding Advances with more than ten seven different SOFR Rate Loans in effect hereunder at any timeInterest Periods.