Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR (2) the end of each Interest Period with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFR; provided, however, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration of the Interest Period applicable theretoLoan, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR Loan must be in a minimum amount of $250,0001,000,000 (or such lesser amount as the Administrative Agent (at the direction of the Lender Representative) may agree). Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1A) the date of any proposed Revolving Loan which is to bear interest at SOFR Term SOFR, (2B) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (3C) the date on which the Borrower wishes to convert any Base Rate Loan to a Term SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a Term SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall be converted to a Base Rate Term SOFR Loan at the end of its with a three-month Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term the Loans in writing, including by Electronic Transmissionelectronic transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 E or in a writing in any other form reasonably acceptable to the Applicable AgentAdministrative Agent (at the direction of the Lender Representative). No Revolving Loan or Term Loan shall be made, converted into or continued as a Term SOFR Loan if an Event of Default has occurred and is continuing at the time of the proposed conversion or continuation and the Applicable Agent or Required Lenders have determined by notice to the Borrower in writing not to make or continue any Revolving Loans or Term Loan as a Term SOFR Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans Loan held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan at the end of its Interest PeriodLoan. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 2.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if (x) an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Rate Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight seven (8) 7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR LIBOR Loans, (iii) convert any SOFR LIBOR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR LIBOR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR (2) the end of each Interest Period with respect to any SOFR LIBOR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR LIBOR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR LIBOR Loan if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR LIBOR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR LIBOR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR LIBOR Loans or Base Rate Loans, with SOFR LIBOR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR; provided, however, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be (a) if denominated in Dollars, a minimum amount of $250,0001,000,000 (b) if denominated in Sterling, a minimum amount of £1,000,000, or (c) if denominated in Euros, a minimum amount of €1,000,000. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York time) on the third (3rd) 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an a Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third (3rd) 3rd Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent1.6. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Rate Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight seven (8) 7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,0002,000,000. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York Chicago time) on the third (3rd) 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 1:00 p.m. (New York Chicago time) on the third (3rd) 3rd Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Rate Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight six (8) 6) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Subject to Section 1.5, the Loans comprising each Borrowing initially shall be of the Type and Currency specified in the applicable Notice of Borrowing and, in the case of a Eurocurrency Rate Borrowing or Term SOFR Borrowing, shall have the Interest Period specified in such Notice of Borrowing. Thereafter, the Borrowers shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan such Borrowing to a Base Rate Loan (Borrowing of a different Type, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency Rate Borrowing or Term SOFR Borrowing, elect the Interest Period therefor, all or any portion of any as provided in this Section. Any Revolving Loan, Additional/Replacement Revolving Loan, Extended Revolving Loan, Other Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Revolving Loans, Additional/Replacement Revolving Loans, Extended Revolving Loans, Other Revolving Loans or Term Loans having the same proposed Interest Period to be made or continued asas Term SOFR Loan or a Eurocurrency Rate Loan, or converted intointo a different Type of Loan, a SOFR Loan must be in a minimum aggregate principal amount of $250,0001,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Any such election to convert or continue any Loan must be made by the applicable Borrower by 2:00 p.m. (New York time) to the Agent not later than the time that a Notice of Borrowing would be required under Section 1.5 if the applicable Borrower were requesting a Borrowing of the Type resulting from such election be made on the third (3rd) Business Day prior to (1) the effective date of any proposed Revolving Loan which is to bear interest at SOFR (2) the end of each Interest Period with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The applicable Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFR; provided, however, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.by

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 9.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,0001,000,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including including, at Borrower’s option, by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Rate Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight nine (8) 9) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration of the Interest Period applicable theretoLoan, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to or Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000Loan. Any such election must be made by the Borrower by 2:00 12:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR Loan, (2) the end of each applicable Interest Period Payment Date with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by or (4) the date on which the Borrower in such electionwishes to convert any SOFR Loan to a Base Rate Loan. If no election is received with respect to a SOFR Loan by 2:00 12:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the applicable Interest Period Payment Date with respect thereto, that SOFR Loan shall be converted to continued as a Base Rate SOFR Loan bearing interest at the end a rate based upon Term SOFR for an Interest Period of its Interest Periodthree months. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or 2.6 or, at the Borrower’s election, in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan Loan, if (x) an Event of Default has occurred and is continuing continuing, and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRTerm SOFR for the Interest Period applicable thereto; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight seven (8) 7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Borrowers shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,0001,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 p.m. 12:00 noon (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no Interest Period with respect to any LIBOR Rate Loan is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its the Interest PeriodPeriod applicable thereto. The If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. Borrower Representative must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Rate Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight ten (8) 10) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan (other than a Swing Loan) be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term LIBOR Rate Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,0001,000,000 or any multiple of $500,000 in excess thereof. Any such election must be made by the Borrower by 2:00 p.m. (New York time) 11:00 a.m. on the third (3rd3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received by Agent with respect to a SOFR LIBOR Rate Loan by 2:00 12:00 p.m. (New York time) on the third (3rd3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any such other form as may be approved by Agent (including any form on an electronic platform or electronic transmission system as shall be approved by Agent), appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be given by (A) telephone, or (B) a Notice of Conversion/Continuation; provided that any telephone notice must be confirmed immediately by delivery to Agent of a Notice of Conversion/Continuation. If the Borrower wishes to request a conversion or continuation of a LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such conversion or continuation, whereupon Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later US-DOCS\99983253.20 than 11:00 a.m. three (3) Business Days before the Applicable Agentrequested date of such conversion or continuation, Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if an Event of Default has occurred and is continuing and continuing, without the Applicable Agent or consent of the Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereofLenders. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof and if no timely notice of a conversion or continuation is provided by the Revolver Borrower, Agent will promptly shall notify each Revolving Lender thereof, as of the case may bedetails of any automatic conversion to Base Rate Loans described in Section 1.6(a). In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR applicable to any Interest Period for LIBOR Rate Loans; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by three (3) Interest Periods for each such new Class of Loans so established.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan to a Base Rate Loan (Loan, subject to Section 10.4) 11.4 if such conversion is made prior to the expiration of other than on the Interest Period applicable theretoPayment Date therefor, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to or Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000Loan. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR Loan, (2) the end of each applicable Interest Period with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes wish to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by the Borrower in such electionLoan. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the applicable Interest Period Payment Date with respect thereto, that SOFR Loan shall be converted to continued as a Base Rate SOFR Loan bearing interest at the end a rate upon Term SOFR for an Interest Period of its Interest Periodone month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 2.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan Loan, if (x) an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRTerm SOFR for the Interest Period applicable thereto; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight seven (8) 7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Subject to Section 1.5, the Loans comprising each Borrowing initially shall be of the Type and Currency specified in the applicable Notice of Borrowing and, in the case of a Eurocurrency Rate Borrowing or Term SOFR Borrowing, shall have the Interest Period specified in such Notice of Borrowing. Thereafter, the Borrowers shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan such Borrowing to a Base Rate Loan (Borrowing of a different Type, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency Rate Borrowing or Term SOFR Borrowing, elect the Interest Period therefor, all or any portion of any as provided in this Section. Any Revolving Loan, Additional/Replacement Revolving Loan, Extended Revolving Loan, Other Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Revolving Loans, Additional/Replacement Revolving Loans, Extended Revolving Loans, Other Revolving Loans or Term Loans having the same proposed Interest Period to be made or continued asas Term SOFR Loan or a Eurocurrency Rate Loan, or converted intointo a different Type of Loan, a SOFR Loan must be in a minimum aggregate principal amount of $250,0001,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Any such election to convert or continue any Loan must be made by the applicable Borrower by 2:00 p.m. (New York time) to the Agent not later than the time that a Notice of Borrowing would be required under Section 1.5 if the applicable Borrower were requesting a Borrowing of the Type resulting from such election be made on the third (3rd) Business Day prior to (1) the effective date of any proposed Revolving Loan which is to bear interest at SOFR (2) the end of each Interest Period with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The applicable Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereof. (b) Notwithstanding anything If the applicable Borrower fails to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either deliver a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “timely and complete Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received Continuation with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day a Daily Simple RFR Borrowing prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month.Interest Payment Date therefor, (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving applicable Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Parent Borrower and the applicable Lenders of each determination of the Eurocurrency Rate or Adjusted Term SOFR; provided, however, provided that any failure to do so shall not relieve the applicable Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight ten (8) 10) different Interest Periods outstanding at any one time (which number of Interest Periods may be increased or adjusted by written agreement between the Parent Borrower and the Agent in effectconnection with any transaction consummated under Section 1.12, Section 1.13 or Section 1.14).

Conversion and Continuation Elections. (a) The Borrower Borrowers shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration of the Interest Period applicable theretoLoan, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to or Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000Loan. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR Loan, (2) the end of each applicable Interest Period Payment Date with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by or (4) the Borrower in such electiondate on which the Borrowers wish to convert any SOFR Loan to a Base Rate Loan. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the applicable Interest Period Payment Date with respect thereto, that SOFR Loan shall be converted to continued as a Base Rate SOFR Loan bearing interest at the end a rate based upon Term SOFR for an Interest Period of its Interest Periodone month. The Borrower Representative must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or 2.6 or, at Borrower Representative’s election, in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan Loan, if (x) an Event of Default has occurred and is continuing continuing, and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereof. thereof or (by) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan Agent is or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made Required Lenders are stayed by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make Bankruptcy Code from making such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that monthdetermination. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFR; provided, however, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Subject to the last sentence of this Section 2.6(a), the Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan to a Base Rate Loan (Loan, subject to Section 10.4) 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR Adjusted Term SOFR, (2) the end of each Interest Period with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR Loan shall (x) continue with the Borrower being deemed to have selected an Interest Period of one month’s duration if no Event of Default has occurred and is continuing and (y) otherwise be converted to a Base Rate Loan at the end of its Interest PeriodLoan. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 2.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan Loan, if (x) an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRAdjusted Term SOFR for the Interest Period applicable thereto; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight seven (8) 7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan (other than a Swing Loan) be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term SOFR Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR Loan must be in a minimum amount of $250,0001,000,000 or any multiple of $500,000 in excess thereof. Any such election must be made by the Borrower by 2:00 p.m. (New York time) 11:00 a.m. on the third second (3rd2) Business Day (three (3) Business Days with respect to Term SOFR Loans having an Interest Period other than one, three or six months in duration) prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR Term SOFR, (2) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a Term SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received by Agent with respect to a Term SOFR Loan by 2:00 12:00 p.m. (New York time) on the third second (3rd2) Business Day (three (3) Business Days with respect to Term SOFR Loans having an Interest Period other than one, three or six months in duration) prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall be converted to continue as a Base Rate Term SOFR Loan at the end with an Interest Period of its Interest Periodone (1) month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any such other form acceptable to the Applicable Agent. No Revolving Loan as may be approved by Agent (including any form on an electronic platform or Term Loan electronic transmission system as shall be madeapproved by Agent), converted into or continued as appropriately completed and signed by a SOFR Loan if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereof. (b) Notwithstanding anything to the contrary, as Responsible Officer of the 1st day of each monthBorrower, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loanswhich notice may be given by (A) telephone, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York timeB) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFR; provided, howeverthat, that any failure telephone notice must be confirmed immediately by delivery to do so shall not relieve the Borrower Agent of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.a

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR (2) the end of each Interest Period with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by the Borrower in such election. If no -11- election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFR; provided, however, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Borrowers shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration of the Interest Period applicable theretoLoan, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to or Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000Loan. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR Loan, (2) the end of each applicable Interest Period Payment Date with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by or (4) the Borrower in such electiondate on which the Borrowers wish to convert any SOFR Loan to a Base Rate Loan. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the applicable Interest Period Payment Date with respect thereto, that SOFR Loan shall be converted to continued as a Base Rate SOFR Loan bearing interest at the end a rate based upon Term SOFR for an Interest Period of its Interest Periodone month. The Borrower Representative must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or 2.6 or, at Borrower Representative’s election, in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan Loan, if (x) an Event of Default has occurred and is continuing continuing, and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereof. thereof or (by) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan Agent is or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made Required Lenders are stayed by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make Bankruptcy Code from making such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that monthdetermination. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFR; provided, however, that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan to a Base Rate Loan (Loan, subject to Section 10.4) 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR Term SOFR, (2) the end of each Interest Period with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 2.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan if (x) an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight seven (8) 7) different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension or an Incremental Facility, such number of Interest Periods shall increase by two (2) Interest Periods for each such new Class of Loans so established.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or the Second Lien Term Loans Loan from Base Rate Loans to SOFR LIBOR Rate Loans, (iiiii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Revolving Loan or the Second Lien Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration Any portion of the Interest Period applicable thereto. Any Second Lien Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,0001,000,000 and integral multiples of $200,000 in excess of such amount. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (32) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an a Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 1:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “"Notice of Conversion/Continuation”") substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent1.6. No Revolving Loan or portion of the Second Lien Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make convert or continue any Revolving Loans or portion of the Second Lien Term Loan as a SOFR LIBOR Rate Loan as a result thereof. No portion of the Second Lien Term Loan may be made as or converted into a LIBOR Rate Loan until the earlier of (i) thirty (30) days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Second Lien Term Loans Loan held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loansportion of the Second Lien Term Loan, there shall not be more than eight three (8) 3) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Subject to Section 1.5, the Loans comprising each Borrowing initially shall be of the Type and Currency specified in the applicable Notice of Borrowing and, in the case of a Eurocurrency Rate Borrowing or Term SOFR Borrowing, shall have the Interest Period specified in such Notice of Borrowing. Thereafter, the Borrowers shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan such Borrowing to a Base Rate Loan (Borrowing of a different Type, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) to continue such Borrowing as a Borrowing of the same Type and, in the case of a Eurocurrency Rate Borrowing or Term SOFR Borrowing, elect the Interest Period therefor, all or any portion of any as provided in this Section. Any Revolving Loan, Additional/Replacement Revolving Loan, Extended Revolving Loan, Other Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Revolving Loans, Additional/Replacement Revolving Loans, Extended Revolving Loans, Other Revolving Loans or Term Loans having the same proposed Interest Period to be made or continued asas Term SOFR Loan or a Eurocurrency Rate Loan, or converted intointo a different Type of Loan, a SOFR Loan must be in a minimum aggregate principal amount of $250,0001,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Any such election to convert or continue any Loan must be made by the applicable Borrower by 2:00 p.m. (New York time) to the Agent not later than the time that a Notice of Borrowing would be required under Section 1.5 if the applicable Borrower were requesting a Borrowing of the Type resulting from such election be made on the third (3rd) Business Day prior to (1) the effective date of any proposed Revolving Loan which is to bear interest at SOFR (2) the end of each Interest Period with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The applicable Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by 17 Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to the Applicable Agent. (b) If the applicable Borrower fails to deliver a timely and complete Notice of Conversion/Continuation with respect to a Daily Simple RFR Borrowing prior to the Interest Payment Date therefor, then, unless such RFR Borrowing is repaid as provided herein, the applicable Borrower shall be deemed to have selected that such RFR Borrowing shall automatically be continued as an RFR Borrowing bearing interest at a rate based upon the applicable Daily Simple RFR as of such Interest Payment Date. No Revolving Loan If the applicable Borrower fails to deliver a timely and complete Notice of Conversion/Continuation with respect to a Eurocurrency Rate Borrowing or a Term SOFR Borrowing prior to the end of the Interest Period therefor, then, unless such Eurocurrency Rate Borrowing or Term Loan SOFR Borrowing, as applicable, is repaid as provided herein, the applicable Borrower shall be madedeemed to have selected that such Eurocurrency Rate Borrowing or Term SOFR Borrowing, converted into or as applicable, shall automatically be continued as a Eurocurrency Rate Borrowing or a Term SOFR Loan Borrowing, as applicable, bearing interest at a rate based upon the Adjusted Eurocurrency Rate or Adjusted Term SOFR, as applicable, and with an Interest Period of one month at the end of such Interest Period. If the applicable Borrower requests a conversion to, or continuation of Eurocurrency Rate Loans or Term SOFR Loans in any such notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Applicable Agent Agent, at the request of the Required Lenders, so notifies the Parent Borrower, then, so long as such Event of Default is continuing (i) no outstanding Borrowing may be converted to or Required Lenders have determined by notice continued as an RFR Borrowing or a Eurocurrency Rate Borrowing and (ii) unless repaid as provided herein, (x) each Daily Simple RFR Borrowing shall automatically be converted to a Base Rate Borrowing denominated in Dollars (in an amount equal to the Borrower not Dollar Equivalent of the applicable Alternative Currency, if applicable) immediately and (y) each Eurocurrency Rate Borrowing and each Term SOFR Borrowing shall automatically be converted to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereof. Base Rate Borrowing denominated in Dollars (b) Notwithstanding anything in an amount equal to the contrary, as Dollar Equivalent of the 1st day of each monthapplicable Alternative Currency, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York timeif applicable) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to at the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that monthapplicable Interest Period therefor. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving applicable Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Parent Borrower and the applicable Lenders of each determination of the Eurocurrency Rate or Adjusted Term SOFR; provided, however, provided that any failure to do so shall not relieve the applicable Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight ten (8) 10) different Interest Periods outstanding at any one time (which number of Interest Periods may be increased or adjusted by written agreement between the Parent Borrower and the Agent in effectconnection with any transaction consummated under Section 1.12, Section 1.13 or Section 1.14).

Conversion and Continuation Elections. (a) The Borrower Borrowers shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR Loans, (iii) convert any SOFR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration of the Interest Period applicable theretoLoan, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to or Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000Loan. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR Loan, (2) the end of each applicable Interest Period Payment Date with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by or (4) the Borrower in such electiondate on which the Borrowers wish to convert any SOFR Loan to a Base Rate Loan. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the applicable Interest Period Payment Date with respect thereto, that SOFR Loan shall be converted to continued as a Base Rate SOFR Loan bearing interest at the end a rate based upon Term SOFR for an Interest Period of its Interest Periodone month. The Borrower Representative must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or 2.6 or, at Borrower Representative’s election, in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan Loan, if (x) an Event of Default has occurred and is continuing continuing, and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of SOFRTerm SOFR for the Interest Period applicable thereto; provided, however, provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight seven (8) 7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,000500,000. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 p.m. (New York time) on the third (3rd) 3rd Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic TransmissionTransmission (or by telephonic notice confirmed promptly in writing). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made as a LIBOR Rate Loan, if the conditions to Loans and Letters of Credit in Section 2.2 are not met at the time of such proposed Loan, and no Loan shall be converted into or continued as a LIBOR Rate Loan, if any Event of Default has occurred and is continuing at the time of such proposed conversion or continuation, and, in either case, Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof; provided, however, that notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, Loans may be made, converted into or continued as a SOFR Loan if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving LIBOR Rate Loans or Term Loan as a SOFR Loan as a result thereofwith one-month Interest Periods only. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight five (8) 5) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan (other than a Swing Loan) be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term LIBOR Rate Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,0001,000,000 or any multiple of $500,000 in excess thereof. Any such election must be made by the Borrower by 2:00 p.m. (New York time) 11:00 a.m. on the third (3rd3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received by Agent with respect to a SOFR LIBOR Rate Loan by 2:00 12:00 p.m. (New York time) on the third (3rd3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any such other form as may be approved by Agent (including any form on an electronic platform or electronic transmission system as shall be approved by Agent), appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be given by (A) telephone, or (B) a Notice of Conversion/Continuation; provided that any telephone notice must be confirmed immediately by delivery to Agent of a Notice of Conversion/Continuation. If the Borrower wishes to request a conversion or continuation of a LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such conversion or continuation, whereupon Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. three (3) Business Days before the Applicable Agentrequested date of such conversion or continuation, Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if an Event of Default has occurred and is continuing and continuing, without the Applicable Agent or consent of the Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereofLenders. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof and if no timely notice of a conversion or continuation is provided by the Revolver Borrower, Agent will promptly shall notify each Revolving Lender thereof, as of the case may bedetails of any automatic conversion to Base Rate Loans described in Section 1.6(a). In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR applicable to any Interest Period for LIBOR Rate Loans; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by three (3) Interest Periods for each such new Class of Loans so established.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration of the Interest Period applicable theretoLoan, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR Loan must be in a minimum amount of $250,0001,000,000 (or such lesser amount as the Administrative Agent (at the direction of the Lender Representative) may agree). Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1A) the date of any proposed Revolving Loan which is to bear interest at SOFR Term SOFR, (2B) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (3C) the date on which the Borrower wishes to convert any Base Rate Loan to a Term SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a Term SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall be converted to a Base Rate Term SOFR Loan at the end of its with a three-month Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term the Loans in writing, including by Electronic Transmissionelectronic transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 E or in a writing in any other form acceptable to the Applicable AgentAdministrative Agent (at the direction of the Lender Representative). No Revolving Loan or Term Loan shall be made, converted into or continued as a Term SOFR Loan if an Event of Default has occurred and is continuing at the time of the proposed conversion or continuation and the Applicable Agent or Existing Required Lenders or the Fifth Amendment Required Lenders, as applicable, have determined by notice to the Borrower in writing not to make or continue any Revolving Loans or Term Loan as a Term SOFR Loan as a result thereof. (b) Notwithstanding anything to . It is agreed and understood that, on or after the contraryFifth Amendment Commitment Termination Date, as at the election of the 1st day Borrower (1) all the outstanding Fifth Amendment Delayed Draw Loans shall be deemed to be converted into one tranche of each monthFifth Amendment Delayed Draw Loans (which such conversion, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For for the avoidance of doubt, the Borrower shall not have be deemed to amend the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent Term Maturity Date with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must Fifth Amendment Delayed Draw Loans) and (2) no breakage fees shall be made pursuant applicable to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that monthconversion. (cb) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans Loan held by each Lender with respect to which the notice was given. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (ai) The US Borrower shall have the option to (iw) request that any US Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (iix) convert at any time all or any part of outstanding US Revolving Loans or Term Loans (other than US Swing Loans) from Base Rate Loans to SOFR LIBOR Rate Loans, (iiiy) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (ivz) continue all or any portion of any US Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,0001,000,000 and in integral multiples of $100,000 thereafter. Any such election must be made by the US Borrower by 2:00 p.m. 10:00 a.m. (New York Central time) on the third (3rd) 3rd Business Day prior to (1) the date of any proposed US Revolving Loan which is to bear interest at SOFR the Adjusted LIBOR Rate plus the Applicable Margin, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the US Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the US Borrower in such election. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 p.m. 10:00 a.m. (New York Central time) on the third (3rd) 3rd Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The US Borrower must make such election by notice to the Revolver US Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic TransmissionTransmission (or by telephone, to be confirmed in writing or Electronic Transmission on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form reasonably acceptable to the Applicable Appropriate Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR LIBOR Rate Loan with an Interest Period longer than one month, if an a Specified Event of Default has occurred and is continuing and Required US Lenders have provided notice to the Applicable Agent US Borrower (directly or by or through the US Agent) indicating that the Required US Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Rate Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (cii) Upon receipt of a Notice of Conversion/Continuation, the Administrative US Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving US Lender thereof, as the case may be. In addition, the Applicable US Agent will, with reasonable promptness, notify the US Borrower and the US Lenders of each determination of SOFRthe Adjusted LIBOR Rate; provided, however, provided that any failure to do so shall not relieve the US Borrower of any liability hereunder or provide the basis for any claim against any US Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the US Revolving Loans or Term Loans held by each US Lender with respect to which the notice was given. (diii) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight seven (8) 7) different Interest Periods in effecteffect at any one time with respect to the US Revolving Loans. (i) The Canadian Borrower shall have the option to (w) request that any CDN $ Denominated Canadian Loan be made as a CDOR Rate Loan and any Dollar Denominated Canadian Loan be made as a LIBOR Rate Loan, (x) convert at any time all or any part of outstanding CDN $ Denominated Canadian Loans (other than Canadian Swing Loans) from Canadian Prime Rate Loans to CDOR Rate Loans and any Dollar Denominated Canadian Loans (other than Canadian Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (y) convert any CDOR Rate Loan to a Canadian Prime Rate Loan and any LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 if such conversion is made prior to the expiration of the CDOR Period or Interest Period applicable thereto, or (z) continue all or any portion of any CDN $ Denominated Canadian Loan as a CDOR Rate Loan upon the expiration of the applicable CDOR Period and any Dollar Denominated Canadian Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed CDOR Period or Interest Period, as applicable, to be made or continued as, or converted into, a CDOR Rate Loan or LIBOR Rate Loan, as applicable, must, in each instance, be in a minimum amount of CDN $1,000,000 and in integral multiples of CDN $100,000 thereafter for CDN $ Denominated Canadian Loans and $1,000,000 and in integral multiples of $100,000 thereafter for Dollar Denominated Canadian Loans. Any such election must be made by the Canadian Borrower by 10:00 a.m. (Central time) on the 3rd Business Day prior to (1) the date of any proposed Canadian Revolving Loan which is to bear interest at the CDOR Rate or the Adjusted LIBOR Rate, (2) the end of each CDOR Period or Interest Period with respect to any CDOR Rate Loans or LIBOR Rate Loans, as applicable, to be continued as such, or (3) the date on which the Canadian Borrower wishes to convert any Canadian Prime Rate Loans to a CDOR Rate Loan for an CDOR Period designated by the Canadian Borrower in such election or any Base Rate Loans to a LIBOR Rate Loan for an Interest Period designated by the Canadian Borrower in such election. If no election is received with respect to a CDOR Rate Loan or LIBOR Rate Loan by 10:00 a.m. (Central time) on the 3rd Business Day prior to the end of the respective CDOR Period or Interest Period, as applicable, that CDOR Rate Loan or LIBOR Rate Loan shall be converted to a Canadian Prime Rate Loan or Base Rate Loan, as applicable, at the end of its CDOR Period or Interest Period, as applicable. The Canadian Borrower must make such election by notice to Canadian Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a Notice of Conversion/Continuation. No Loan shall be made, converted into or continued as a CDOR Rate Loan with an CDOR Period or a LIBOR Rate Loan with an Interest Period, in either case, longer than one month, if a Specified Event of Default has occurred and is continuing and Required Canadian Lenders have provided notice to the Canadian Borrower (directly or by or through the Canadian Agent) indicating that the Required Canadian Lenders have determined not to make or continue any Loan as a CDOR Rate Loan or a LIBOR Rate Loan, as applicable, as a result thereof. (ii) Upon receipt of a Notice of Conversion/Continuation, Canadian Agent will promptly notify each Canadian Lender thereof. In addition, Canadian Agent will, with reasonable promptness, notify the Canadian Borrower and the Canadian Lenders of each determination of the CDOR Rate or the Adjusted LIBOR Rate, as applicable; provided that any failure to do so shall not relieve the Canadian Borrower of any liability hereunder or provide the basis for any claim against Canadian Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Canadian Revolving Loans held by each Canadian Lender with respect to which the notice was given. (iii) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different CDOR Periods or Interest Periods, in aggregate, in effect at any one time with respect to the Canadian Revolving Loans.

Conversion and Continuation Elections. (a) The Borrower Borrowers shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans (other than Swing Loans) from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) , if such conversion is made prior to the expiration of the Interest Period applicable thereto, or thereto and (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Revolving Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of (x) with respect to US Revolving Loans, $250,0002,000,000 and (y) with respect to Canadian Revolving Loans $500,000. Any such election must be made by the relevant Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the relevant Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the such Borrower in such election. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The relevant Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuationcontinuation of Revolving Loans, such election must be made pursuant to a written notice (a “Notice of Conversion/ContinuationContinuation of Revolving Loans”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR LIBOR Rate Loan if an Event the conditions to Revolving Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Rate Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Continuation of Revolving Loans Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each relevant Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower Borrowers and the Revolving Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations of US Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the US Revolving Loans or Term Loans held by each US Revolving Lender with respect to which the notice was given. All conversions and continuations of Canadian Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Canadian Revolving Loans held by each Canadian Revolving Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any BorrowingBorrowing of Revolving Loans, or to any continuation or conversion of any Revolving Loans, there shall not be more than eight (8) i) with respect to US Revolving Loans, seven (7) different Interest Periods in effect and (ii) with respect to Canadian Revolving Loans, seven (7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Borrowers shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,0001,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Borrower Representative by 2:00 p.m. 12:00 noon (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower Representative in such election. If no Interest Period with respect to any LIBOR Rate Loan is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its the Interest PeriodPeriod applicable thereto. The If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. Borrower Representative must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Rate Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight seven (8) 7) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower Borrowers shall have the option to (i) request that convert, at the end of any Revolving Loan or Interest Period, all, but not less than all, of the outstanding portion of the Term Loan be made as to a SOFR LoanLIBOR Rate Loan with an Interest Period of one, two, three or six months (or if available to each other Term Lender, 9 or 12 months or a shorter period), or (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR Loanscontinue all, (iii) convert any SOFR Loan to a Base Rate Loan (subject to Section 10.4) if such conversion is made prior to the expiration but not less than all, of the Interest Period applicable thereto, or (iv) continue all or any outstanding portion of any Revolving Loan or the Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR Loan must be in a minimum amount of $250,000. Any such election must be made by the Borrower Representative by 2:00 p.m. 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR (2) the end of each Interest Period with respect to any SOFR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR Loan by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the each Interest Period with respect theretoduring which the outstanding portion of the Term Loan is continued as a LIBOR Rate Loan. If no such election is made within such time period, that SOFR the portion of the Term Loan shall be converted to a Base Rate Loan outstanding at the end of its such Interest PeriodPeriod shall be continued as a LIBOR Rate Loan having an Interest Period of one month. The Borrower must make Any such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such continuation election must shall be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 1.11 or in a writing in any or other form acceptable to the Applicable Term Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Term Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Term Agent will, with reasonable promptness, notify the Borrower Representative and the Term Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the any Borrower of any liability hereunder or provide the basis for any claim against any the Term Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts amount of the Revolving Loans or Term Loans Loan held by each Lender with respect to which the notice was givenTerm Lender. (d) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight (8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be made as a SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to SOFR LIBOR Rate Loans, (iii) convert any SOFR LIBOR Rate Loan to a Base Rate Loan (Loan, subject to Section 10.4) 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a SOFR LIBOR Rate Loan must be in a minimum amount of $250,0002,000,000. Any such election must be made by the Borrower by 2:00 1:00 p.m. (New York Chicago time) on the third (3rd) 3rd Business Day prior to (1) the date of any proposed Revolving Loan which is to bear interest at SOFR LIBOR, (2) the end of each Interest Period with respect to any SOFR LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a SOFR LIBOR Rate Loan by 2:00 1:00 p.m. (New York Chicago time) on the third (3rd) 3rd Business Day prior to the end of the Interest Period with respect thereto, that SOFR LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a SOFR Loan LIBOR Rate Loan, if an Event of Default has occurred and is continuing and the Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a SOFR LIBOR Rate Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a SOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from SOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either SOFR Loans or Base Rate Loans, with SOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, the Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of SOFRLIBOR; provided, however, provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (dc) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than eight six (8) 6) different Interest Periods in effect.