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 Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan to a Base Rate Loan, or (iv) continue all or any portion of any Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period. Any Loan 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 $1,000,000 (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 Business Day prior to (A) the date of any proposed Loan which is to bear interest at Term SOFR, (B) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C) 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 Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall be converted to a Term SOFR Loan with a three-month Interest Period. The Borrower must make such election by notice to the Administrative Agent with respect to the 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 E or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative). No 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 Required Lenders have determined in writing not to make or continue any Loan as a Term SOFR Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan held by each Lender with respect to which the notice was given.

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 LoanLoan (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 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 $1,000,000 (or such lesser amount as the Administrative Agent (at the direction of the Lender Representative) may agree)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 (A1) the date of any proposed Revolving Loan which is to bear interest at Term SOFR, SOFR (B2) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C3) 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 Term SOFR Base Rate Loan with a three-month 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 the Term 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 E 1.6 or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative)Applicable Agent. 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 in writing by notice to the Borrower 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 Administrative Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided 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 the Administrative any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan 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 Representative shall have the option to (i) request that any Loan be made as a Term SOFR Rate Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to Term SOFR Rate Loans, (iii) convert any Term SOFR Rate 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 Loan as a Term SOFR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR Rate Loan must be in a minimum amount of $1,000,000 100,000 (or, if less, the aggregate outstanding amount of such Loan or such lesser amount as the Administrative Agent (at the direction of the Lender Representative) may agreeLoans). Any such election must be made by the Borrower Representative by 2:00 p.m. (New York timex) on the third date that is three (3) Business Day Days prior to (A1) the date of any proposed Loan which is to bear interest at Term SOFR, (B2) the end of each Interest Period with respect to any Term SOFR Rate Loans to be continued as such, or (C3) one (1) day prior to the date on which the Borrower Representative wishes to convert any Base Rate Loan to a Term SOFR Rate Loan for an Interest Period designated by the Borrower Representative in such election, and (y) on the date that is one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any Term SOFR Rate Loan to a Base Rate Loan. If no election Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by 2:00 p.m. (New York time) on the third date that is three (3) Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Rate Loan shall automatically be converted continued as a Term SOFR Rate Loan with a one month Interest Period. If a Notice of Conversion/Continuation is received with respect to a Term SOFR Rate Loan by a 2:00 p.m. on the date that is three (3) Business Days prior to the end of the Interest Period with respect thereto, but fails to specify an Interest Period with respect thereto, the Borrower Representative will be deemed to have selected a three-one month Interest Period. The Borrower Representative must make such election by notice to the Administrative Agent with respect to the Loans in writing, including by electronic transmission. In the case of any conversion hand delivery, overnight courier, mail, facsimile or continuationElectronic Transmission, such election must which notice may be made given pursuant to a irrevocable written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit E 1.6 or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative)Agent. No Loan shall be made, converted into or continued as a Term SOFR Loan Rate Loan, if an Event of Default has occurred and is continuing at the time of the proposed conversion or continuation and the Required Lenders have determined in writing not to make make, convert or continue any Loan as a Term SOFR Rate Loan as a result thereof; provided that the Borrower Representative shall not be required to convert then existing Term SOFR Rate Loans to Base Rate Loans prior to the expiration of the applicable Interest Period(s) thereto solely because of the occurrence and continuance of an Event of Default. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan Loans held by each Lender with respect to which the notice was given. (c) 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 five (5) different Interest Periods in effect; provided that, after the establishment of any Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by two (2) Interest Periods for each applicable Class 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 LIBOR Loan, (ii) convert at any time all or any part of outstanding Revolving Loans or Term Loans from Base Rate Loans to Term SOFR LIBOR Loans, (iii) convert any Term SOFR LIBOR Loan to a Base Rate LoanLoan (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 Term 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 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 Term SOFR LIBOR Loan must be in a minimum amount of $1,000,000 (or such lesser amount as the Administrative Agent (at the direction of the Lender Representative) may agree)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 (A1) the date of any proposed Revolving Loan which is to bear interest at Term SOFR, LIBOR (B2) the end of each Interest Period with respect to any Term SOFR LIBOR Loans to be continued as such, or (C3) the date on which the Borrower wishes to convert any Base Rate Loan to a Term SOFR LIBOR Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a Term 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 Term SOFR LIBOR Loan shall be converted to a Term SOFR Base Rate Loan with a three-month 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 the Term 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 E 1.6 or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative)Applicable Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a Term SOFR LIBOR 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 in writing by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a Term 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 LIBOR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from 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 accrue interest as either LIBOR Loans or Base Rate Loans, with 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 Administrative Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFRLIBOR; provided 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 the Administrative any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan 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 be made as a Term 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 Term SOFR LIBOR Rate Loans, (iii) convert any Term SOFR LIBOR Rate 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 Term SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Revolving Loan or group of Revolving Loans or 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 LIBOR Rate Loan must be in a minimum amount of $1,000,000 (or such lesser amount as the Administrative Agent (at the direction of the Lender Representative) may agree)100,000. Any such election must be made by the Borrower by 2:00 12:00 p.m. (New York time) on the third Business Day prior to (A1) the date of any proposed Revolving Loan which is to bear interest at Term SOFRLIBOR, (B2) the end of each Interest Period with respect to any Term SOFR LIBOR Rate Loans to be continued as such, or (C3) the date on which the Borrower wishes to convert any Base Rate Loan to a Term SOFR LIBOR Rate Loan for an Interest Period designated by the Borrower in such electionBorrower. No LIBOR Rate Loan shall be comprised of both Revolving Loans (or any one or more portions thereof) and the Term Loan (or any one or more portions thereof). If no election is received with respect to a Term SOFR LIBOR Rate Loan by 2:00 12:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR LIBOR Rate Loan shall be converted to a Term SOFR Base Rate Loan with a three-month at the end of its Interest Period. The Borrower must make such election by notice to the Administrative Agent with respect to 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 E 1.6 or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative)Agent. No Revolving Loan or Term Loan shall be made, converted into or continued as a Term SOFR Loan LIBOR Rate Loan, if an Event of Default has occurred and is continuing at the time of the proposed conversion and Agent or continuation and the Required Lenders have determined in writing not to make or continue any Revolving Loan or Term Loan as a Term SOFR LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFRLIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan Loans held by each Lender with respect to which the notice was given. (c) 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 nine (9) 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 Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan such Borrowing to a Base Rate LoanBorrowing of a different Type, or (iv) continue all or any portion of any Loan as a Term SOFR Loan upon subject to Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or 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 PeriodPeriod therefor, all as provided in this Section. Any Revolving Loan, Additional/Replacement Revolving Loan, Extended Revolving Loan, Other Revolving Loan or 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 Term SOFR Loan must be in a minimum aggregate principal amount of $1,000,000 (or such lesser amount as the Administrative Agent (at the direction a whole multiple of the Lender Representative) may agree)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 Business Day prior to (A) the effective date of any proposed Loan which is to bear interest at Term SOFR, (B) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C) 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 Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall be converted to a Term SOFR Loan with a three-month Interest Period. The applicable Borrower must make such election by notice to the Administrative Agent with respect to the 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 E or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative). No 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 Required Lenders have determined in writing not to make or continue any Loan as a Term SOFR Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan held by each Lender with respect to which the notice was given.by

Conversion and Continuation Elections. (a) The Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a Term SOFR LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Revolving Loans (other than Swing Loans) from Base Rate Loans to Term SOFR LIBOR Rate Loans, (iii) convert any Term SOFR LIBOR Rate Loan to a Base Rate Loan, or subject to Section 10.4, if such conversion is made prior to the expiration of the Interest Period applicable thereto and (iv) continue all or any portion of any Revolving Loan as a Term SOFR LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Revolving Loan or group of Revolving Loans having the same proposed Interest Period to be made or continued as, or converted into, a Term SOFR LIBOR Rate Loan must be in a minimum amount of (x) with respect to US Revolving Loans, $1,000,000 2,000,000 and (or such lesser amount as the Administrative Agent (at the direction of the Lender Representativey) may agree)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 Business Day prior to (A1) the date of any proposed Revolving Loan which is to bear interest at Term SOFRLIBOR, (B2) the end of each Interest Period with respect to any Term SOFR LIBOR Rate Loans to be continued as such, or (C3) the date on which the relevant Borrower wishes to convert any Base Rate Loan to a Term 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 Term SOFR LIBOR Rate Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR LIBOR Rate Loan shall be converted to a Term SOFR Base Rate Loan with a three-month at the end of its Interest Period. The relevant Borrower must make such election by notice to the Administrative Agent with respect to the Loans in writing, including by electronic transmissionElectronic 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 E 1.6 or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative)Agent. No Revolving Loan shall be made, converted into or continued as a Term SOFR LIBOR Rate Loan if an Event the conditions to Revolving Loans and Letters of Default has occurred and is continuing Credit in Section 2.2 are not met at the time of the such proposed conversion or continuation and the Agent or Required Lenders have determined in writing not to make or continue any Revolving Loan as a Term SOFR LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Continuation of Revolving Loans Agent will promptly notify each relevant Revolving Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower Borrowers and the Revolving Lenders of each determination of Term SOFRLIBOR; 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 the Administrative Agent. All conversions and continuations of US Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Loan US Revolving 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. (c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing of Revolving Loans, or to any continuation or conversion of any Revolving Loans, there shall not be more than (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 shall have the option to (i) request that any Revolving Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan to a Base Rate Loan, subject to Section 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 Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period. Any Loan 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 $1,000,000 (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 Business Day prior to (A1) the date of any proposed Loan which is to bear interest at Term SOFR, (B2) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C3) 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 Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall be converted to a Term SOFR Base Rate Loan with a three-month at the end of its Interest Period. The Borrower must make such election by notice to the Administrative Agent with respect to 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 E 2.6 or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative)Agent. No Loan shall be made, converted into or continued as a Term SOFR Loan if (x) an Event of Default has occurred and is continuing at the time of the proposed conversion and Agent or continuation and the Required Lenders have determined in writing not to make or continue any Loan as a Term SOFR Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan Loans held by each Lender with respect to which the notice was given. (c) 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 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 Representative shall have the option to (i) request that any Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding 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 thereto, or (iv) continue all or any portion of any Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period. Any Loan or group of 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 $1,000,000 100,000 (or, if less, the aggregate outstanding amount of such Loan or such lesser amount as the Administrative Agent (at the direction of the Lender Representative) may agreeLoans). Any such election must be made by the Borrower Representative by 2:00 p.m. (New York timex) on the third date that is three (3) Business Day Days prior to (A1) the date of any proposed Loan which is to bear interest at Term SOFR, (B2) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C3) one (1) day prior to the date on which the Borrower Representative wishes to convert any Base Rate Loan to a Term SOFR Loan for an Interest Period designated by the Borrower Representative in such election, and (y) on the date that is one (1) Business Day prior to the date on which the Borrower Representative wishes to convert any Term SOFR Loan to a Base Rate Loan. If no election Notice of Conversion/Continuation is received with respect to a Term SOFR Loan by 2:00 p.m. (New York time) on the third date that is three (3) Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall automatically be converted to continued as a Term SOFR Loan with a three-one month Interest Period. If a Notice of Conversion/Continuation is received with respect to a Term SOFR Loan by a 2:00 p.m. on the date that is three (3) Business Days prior to the end of the Interest Period with respect thereto, but fails to specify an Interest Period with respect thereto, the Borrower Representative will be deemed to have selected a one month Interest Period. The Borrower Representative must make such election by notice to the Administrative Agent with respect to the Loans in writing, including by electronic transmission. In the case of any conversion hand delivery, overnight courier, mail, facsimile or continuationElectronic Transmission, such election must which notice may be made given pursuant to a irrevocable written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit E 1.6 or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative)Agent. No Loan shall be made, converted into or continued as a Term SOFR Loan Loan, if an Event of Default has occurred and is continuing at the time of the proposed conversion or continuation and the Required Lenders have determined in writing not to make make, convert or continue any Loan as a Term SOFR Loan as a result thereof; provided that the Borrower Representative shall not be required to convert then existing Term SOFR Loans to Base Rate Loans prior to the expiration of the applicable Interest Period(s) thereto solely because of the occurrence and continuance of an Event of Default. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower Representative and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrower Borrowers of any liability hereunder or provide the basis for any claim against the Administrative any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan Loans held by each Lender with respect to which the notice was given. (c) 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 five (5) different Interest Periods in effect; provided that, after the establishment of any Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by two (2) Interest Periods for each applicable Class so established.

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan to a Base Rate Loan, or (iv) continue all or any portion of any Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period. Any Loan 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 $1,000,000 (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 Business Day prior to (A) the date of any proposed Loan which is to bear interest at Term SOFR, (B) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C) 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 Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall be converted to a Term SOFR Loan with a three-month Interest Period. The Borrower must make such election by notice to the Administrative Agent with respect to the 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 E or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative). No 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 Existing Required Lenders or the Fifth Amendment Required Lenders, as applicable, have determined in writing not to make or continue any Loan as a Term SOFR Loan as a result thereof. It is agreed and understood that, on or after the Fifth Amendment Commitment Termination Date, at the election of the Borrower (1) all the outstanding Fifth Amendment Delayed Draw Loans shall be deemed to be converted into one tranche of Fifth Amendment Delayed Draw Loans (which such conversion, for the avoidance of doubt, shall not be deemed to amend the Term Maturity Date with respect to such Fifth Amendment Delayed Draw Loans) and (2) no breakage fees shall be applicable to such conversion. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan held by each Lender with respect to which the notice was given.

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 Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan such Borrowing to a Base Rate LoanBorrowing of a different Type, or (iv) continue all or any portion of any Loan as a Term SOFR Loan upon subject to Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or 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 PeriodPeriod therefor, all as provided in this Section. Any Revolving Loan, Additional/Replacement Revolving Loan, Extended Revolving Loan, Other Revolving Loan or 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 Term SOFR Loan must be in a minimum aggregate principal amount of $1,000,000 (or such lesser amount as the Administrative Agent (at the direction a whole multiple of the Lender Representative) may agree)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 Business Day prior to (A) the effective date of any proposed Loan which is to bear interest at Term SOFR, (B) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C) 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 Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall be converted to a Term SOFR Loan with a three-month Interest Period. The applicable Borrower must make such election by notice to the Administrative Agent with respect to the Loans in writing, including by electronic transmission17 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 E 1.6 or in a writing in any other form reasonably acceptable to the Administrative Agent 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 direction applicable Daily Simple RFR as of such Interest Payment Date. 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 Lender Representative). No Loan Interest Period therefor, then, unless such Eurocurrency Rate Borrowing or Term 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 Agent, at the time request of the proposed conversion 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 continuation 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 Required Lenders have determined in writing not to make or continue any Loan as a Dollar Equivalent of the applicable Alternative Currency, if applicable) immediately and (y) each Eurocurrency Rate Borrowing and each Term SOFR Loan as Borrowing shall automatically be converted to a result thereofBase Rate Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of the applicable Alternative Currency, if applicable) at the end of the applicable Interest Period therefor. (bc) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender thereof, as the case may be. In addition, the Administrative 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 that any failure to do so shall not relieve the applicable Borrower of any liability hereunder or provide the basis for any claim against Agent. (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 ten (10) different Interest Periods outstanding at any one time (which number of Interest Periods may be increased or adjusted by written agreement between the Administrative Agent. All conversions Parent Borrower and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan held by each Lender Agent in connection with respect to which the notice was givenany transaction consummated under Section 1.12, Section 1.13 or Section 1.14).

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 Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan such Borrowing to a Base Rate LoanBorrowing of a different Type, or (iv) continue all or any portion of any Loan as a Term SOFR Loan upon subject to Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or 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 PeriodPeriod therefor, all as provided in this Section. Any Revolving Loan, Additional/Replacement Revolving Loan, Extended Revolving Loan, Other Revolving Loan or 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 Term SOFR Loan must be in a minimum aggregate principal amount of $1,000,000 (or such lesser amount as the Administrative Agent (at the direction a whole multiple of the Lender Representative) may agree)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 Business Day prior to (A) the effective date of any proposed Loan which is to bear interest at Term SOFR, (B) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C) 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 Business Day prior to the end of the Interest Period with respect thereto, that Term SOFR Loan shall be converted to a Term SOFR Loan with a three-month Interest Period. The applicable Borrower must make such election by notice to the Administrative Agent with respect to 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 E 1.6 or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative). No 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 Required Lenders have determined in writing not to make or continue any Loan as a Term SOFR Loan as a result thereofAgent. (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, (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each applicable Lender thereof, as the case may be. In addition, the Administrative 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 that any failure to do so shall not relieve the applicable Borrower of any liability hereunder or provide the basis for any claim against Agent. (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 ten (10) different Interest Periods outstanding at any one time (which number of Interest Periods may be increased or adjusted by written agreement between the Administrative Agent. All conversions Parent Borrower and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan held by each Lender Agent in connection with respect to which the notice was givenany transaction consummated under Section 1.12, Section 1.13 or Section 1.14).

Conversion and Continuation Elections. (a) The Borrower shall have the option to (i) request that any Loan (other than a Swing Loan) be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing 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 thereto, or (iv) continue all or any portion of any Term SOFR Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period. Any Loan or group of 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 $1,000,000 (or such lesser amount as the Administrative Agent (at the direction any multiple of the Lender Representative) may agree)$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 (2) 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 (A1) the date of any proposed Loan which is to bear interest at Term SOFR, (B2) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C3) 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 (2) 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 Term SOFR Loan with a three-month an Interest PeriodPeriod of one (1) month. The Borrower must make such election by notice to the Administrative Agent with respect to 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 E 1.6 or in a writing in any such other form reasonably acceptable to the Administrative as may be approved by Agent (at the direction 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 Lender Representative). No Loan shall Borrower, which notice may be madegiven by (A) telephone, 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 Required Lenders have determined in writing not to make or continue any Loan as a Term SOFR Loan as a result thereof. (bB) Upon receipt of a Notice of Conversion/Continuation; provided, the Administrative that, any telephone notice must be confirmed immediately by delivery to Agent will promptly notify each Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan held by each Lender with respect to which the notice was given.a

Conversion and Continuation Elections. (a) The Borrower Borrowers shall have the option to (i) request that any Revolving Loan be made as a Term SOFR Loan, (ii) convert at any time all or any part of outstanding Loans (other than Swing Loans) from Base Rate Loans to Term SOFR Loans, (iii) convert any Term SOFR Loan to a Base Rate Loan, or (iv) continue all or any portion of any Loan as a Term SOFR Loan upon the expiration of the applicable Interest Period. Any Loan 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 $1,000,000 (or such lesser amount as the Administrative Agent (at the direction of the Lender Representative) may agree)Base Rate Loan. Any such election must be made by the Borrower Representative by 2:00 p.m. (New York time) on the third Business Day prior to (A1) the date of any proposed Loan which is to bear interest at Term SOFRSOFR Loan, (B2) the end of each applicable Interest Period Payment Date with respect to any Term SOFR Loans to be continued as such, or (C3) the date on which the Borrower wishes Borrowers wish to convert any Base Rate Loan to a Term 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 Term SOFR Loan by 2:00 p.m. (New York time) on the third Business Day prior to the end of the applicable Interest Period Payment Date with respect thereto, that Term SOFR Loan shall be converted to continued as a SOFR Loan bearing interest at a rate based upon Term SOFR Loan with a three-month for an Interest PeriodPeriod of one month. The Borrower Representative must make such election by notice to the Administrative Agent with respect to 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 E or 2.6 or, at Borrower Representative’s election, in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative)Agent. No Loan shall be made, converted into or continued as a Term SOFR Loan Loan, if (x) an Event of Default has occurred and is continuing at the time of the proposed conversion continuing, and Agent or continuation and the Required Lenders have determined in writing not to make or continue any Loan as a Term SOFR Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof, as the case may be. In addition, the Administrative Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan held by each Lender with respect to which the notice was given.

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 LoanLoan (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 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 $1,000,000 (or such lesser amount as the Administrative Agent (at the direction of the Lender Representative) may agree)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 (A1) the date of any proposed Revolving Loan which is to bear interest at Term SOFR, SOFR (B2) the end of each Interest Period with respect to any Term SOFR Loans to be continued as such, or (C3) 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 -11- 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 Term SOFR Base Rate Loan with a three-month 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 the Term 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 E 1.6 or in a writing in any other form reasonably acceptable to the Administrative Agent (at the direction of the Lender Representative)Applicable Agent. 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 in writing by notice to the Borrower 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 Administrative Applicable Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of Term SOFR; provided 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 the Administrative any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loan 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.