Common use of Continuation and Conversion Elections Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Continuation and Conversion Elections. (a) The Each Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time)in the case of Base Rate Loans made to such Borrower, to convert any such Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) made to such Borrower having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing made to a Borrower is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The A Borrower shall deliver to the Administrative Agent a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) either (x) in the form of Exhibit E attached hereto and made a part hereof or (y) pursuant to the Agent Electronic Borrowing Notice Delivery System not later than 1:00 p.m. (1) in the case of the delivery of a Notice of Continuation/Conversion pursuant to the Electronic Borrowing Notice Delivery System, the deadline established from time to time by the Administrative Agent for requesting the relevant continuation or conversion pursuant to the Electronic Borrowing Notice Delivery System and (2) in the case of the delivery of a Notice of Continuation/Conversion in any other manner, 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans of such Borrower are to be converted into or continued as SOFR LIBOR Rate Loans Loans, and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans of such Borrower to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the such Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate LoansLoans of a Borrower, the such Borrower fails has failed to select timely deliver a new Interest Period to be applicable Notice of Continuation/Conversion with respect to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the such Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten (10) different SOFR LIBOR Rate Loans in effect hereunder at any time.

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

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

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Palco may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $750,000, or that is in an integral multiple of $250,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $750,000, or that is in an integral multiple of $250,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Palco shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Pacific Standard time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Palco may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Palco has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Palco shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There Unless the Agent agrees otherwise, there may not be more than ten five different SOFR LIBOR Rate Loans in effect hereunder at any time.

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

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

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

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

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

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

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Representative may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof (in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such day or any part thereof (in an amount not less than $5,000,000 (or if lesser, the amount of the LIBOR Rate Loan having an Interest Period expiring on such day), or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Representative shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Representative may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Representative has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Representative shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten twenty (20) different SOFR Interest Periods with respect to LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The By delivering a ------------------------------------- Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time on a Business Day, the Borrower may (provided from time to time irrevocably elect that the Borrowing all, or any portion in an aggregate minimum amount of SOFR Rate $10,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans is then permitted under Section 2.3(a)): be (i) elect with written on not less than three Business Days' notice, one Business Day priorconverted into, by 1:00 p.m. (New York City time)or continued as, to convert any Base Rate Loans (or any part thereof) into SOFR LIBO Rate Loans; and , or (ii) elect on the same Business Day, be converted into, or continued as a Base Rate Loan. In the absence of delivery of a Continuation/Conversion Notice with written noticerespect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; provided, -------- however, that (x) each such conversion or continuation shall be pro rated among ------- the applicable outstanding Loans of all Lenders, (y) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable Interest Periodthereto and (z) no portion of the outstanding principal amount of any Loans may be continued as, to continue any SOFR or be converted into, LIBO Rate Loans (when any Default or any part thereof) having Interest Periods expiring on such day; provided that if the Notice Event of Default under Section 8.1.1 has occurred and is continuing. Each delivery of ------------- a Continuation/Conversion Notice shall fail constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to specify the duration time of such continuation or conversion any matter certified to by the Borrower by reason of the Interest Period, immediately preceding sentence will not be true and correct at such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date time if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, howeverthen made, the Borrower may not select an Interest Period will immediately so notify the Administrative Agent. Except to the extent, if any, that ends after prior to the Stated Termination Date. (c) Iftime of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower certification and warranty shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of be made at the expiration date of such Interest Periodcontinuation or conversion as if then made. If Upon the occurrence and during the continuance of any Event of Default existsunder Section 8.1.1, each LIBO ------------- Rate Loan shall convert automatically to a Base Rate Loan at the election end of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans Period then in effect hereunder at any timefor such LIBO Rate Loan.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate LIBOR Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Agent shall deliver a an irrevocable notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 11:00 a.m. (New York City time) at least three two (32) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten three (3) different SOFR Rate LIBOR Loans in effect hereunder at any time.

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

Continuation and Conversion Elections. (a) The Borrower may (Borrowers may, provided that the Borrowing of SOFR LIBOR Rate Loans is then permitted under Section 2.3(a)):1.2: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B D (a “"Notice of Continuation/Conversion”") to the Agent Lender not later than 1:00 p.m. 12:00 noon (New York City Eastern time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loansany Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten six (6) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided PROVIDED, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; PROVIDED FURTHER that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Administrative Borrower, on behalf of the Borrowers, shall deliver a notice of continuation/conversion substantially in the form of Exhibit B attached hereto as EXHIBIT E (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Atlanta, Georgia time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, providedPROVIDED, howeverHOWEVER, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be continue the applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default has occurred and is continuing, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans held by each Lender with respect to which the notice was given held by each Lendergiven. (e) There may not be more than ten seven (7) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower Borrowers may (provided that by notice from the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)Funds Administrator): (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $2,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Funds Administrator shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. (New York City Eastern time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Funds Administrator may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Funds Administrator has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Funds Administrator shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten (10) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Parent, on behalf of the Borrowers, shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Dallas, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and Loans, specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten five (5) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Los Angeles time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten fifteen (15) different SOFR LIBOR Rate Loans in effect in the aggregate hereunder and under the International Credit Agreement at any time.

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

Continuation and Conversion Elections. (a) The By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 Noon, New York City time on a Business Day, the Borrower may (provided from time to time irrevocably elect that the Borrowing all, or any portion in an aggregate minimum amount of SOFR Rate $10,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans is then permitted under Section 2.3(a)): be (i) elect with written on not less than three Business Days' notice, one Business Day priorconverted into, by 1:00 p.m. (New York City time)or continued as, to convert any Base Rate Loans (or any part thereof) into SOFR LIBO Rate Loans; and , or (ii) elect on the same Business Day, be converted into, or continued as Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with written noticerespect to any LIBO Rate Loan, such LIBO Rate Loan shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period; PROVIDED, HOWEVER, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, (y) a LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable Interest Periodthereto and (z) no portion of the outstanding principal amount of any Loans may be continued as, to continue any SOFR or be converted into, LIBO Rate Loans (when any Default or any part thereof) having Interest Periods expiring on such day; provided that if the Notice Event of Default under SECTION 9.1.1 has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall fail constitute a certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to specify the duration time of such continuation or conversion any matter certified to by the Borrower by reason of the Interest Period, immediately preceding sentence will not be true and correct at such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date time if the Term Loans are to be converted into or continued as SOFR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, howeverthen made, the Borrower may not select an Interest Period will immediately so notify the Administrative Agent. Except to the extent, if any, that ends after prior to the Stated Termination Date. (c) Iftime of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loans, the Borrower certification and warranty shall be deemed to have elected to convert such SOFR Rate Loans into Base Rate Loans effective as of be made at the expiration date of such Interest Periodcontinuation or conversion as if then made. If Upon the occurrence and during the continuance of any Event of Default existsunder SECTION 9.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the election end of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans Period then in effect hereunder at any timefor such LIBO Rate Loan.

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

Continuation and Conversion Elections. (a) The Subject to Section 1.2(b)(2), the UK Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any UK Business Day priorDay, by 1:00 p.m. (New York City time), in the case of UK Base Rate Revolving Loans to convert any UK Base Rate Revolving Loans (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof) into SOFR Rate UK LIBOR Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate UK LIBOR Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof); provided, that if at any time the aggregate amount of UK LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than £500,000, such UK LIBOR Revolving Loans shall automatically convert into UK Base Rate Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The UK Borrower Representative shall deliver a notice of continuation/conversion substantially in the form of attached hereto as Exhibit B E (a “Notice of Continuation/Conversion”) to the UK Agent not later than 1:00 p.m. 11:00 a.m. (New York City London time) ), at least three (3) UK Business Days in advance of the Continuation/Conversion Date Date, if the Term UK Revolving Loans are to be converted into or continued as SOFR Rate UK LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term UK Revolving Loans to be converted or continuedrenewed; (iii) the Type type of Term UK Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the UK Borrower Representative may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate UK LIBOR Revolving Loans, the UK Borrower fails Representative has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansUK LIBOR Revolving Loans or if any Default or Event of Default then exists, the UK Borrower Representative shall be deemed to have elected to convert such SOFR Rate UK LIBOR Revolving Loans into UK Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The UK, Agent will promptly notify each Lender UK Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each UK Lender. (e) There may not be more than ten six (6) different SOFR Rate Interest Periods for UK LIBOR Revolving Loans in effect hereunder at any time.

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

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

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

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

Continuation and Conversion Elections. (a) The Any Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Administrative Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City London time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the no Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the a Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower applicable Borrower(s) shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten fifteen (15) different SOFR LIBOR Rate Loans in effect in the aggregate hereunder and under the U.S. Credit Agreement at any time.

Continuation and Conversion Elections. (a) The Borrower Borrowers may (provided that by notice from the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)Borrowers’ Agent): (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers’ Agent shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York City Atlanta, Georgia time) at least three two (32) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers’ Agent may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers’ Agent has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers’ Agent shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten (10) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Subject to Section 1.2(b)(3), the UK Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any UK Business Day priorDay, by 1:00 p.m. (New York City time), in the case of UK Base Rate Revolving Loans to convert any UK Base Rate Revolving Loans (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof) into SOFR Rate UK Sterling LIBOR Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate UK Sterling LIBOR Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than £500,000, or that is in an integral multiple of £250,000 in excess thereof); provided, that if at any time the aggregate amount of UK Sterling LIBOR Revolving Loans in respect of any single Interest Period is reduced, by payment, prepayment, or conversion of part thereof to be less than £500,000, such UK Sterling LIBOR Revolving Loans shall automatically convert into UK Base Rate Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The UK Borrower shall deliver a notice of continuation/conversion substantially in the form of attached hereto as Exhibit B E (a “Notice of Continuation/Conversion”) to the UK Agent not later than 1:00 2:00 p.m. (New York City London time) ), at least three (3) UK Business Days in advance of the Continuation/Conversion Date Date, if the Term UK Revolving Loans are to be converted into or continued as SOFR Rate UK Sterling LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term UK Revolving Loans to be converted or continuedrenewed; (iii) the Type type of Term UK Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the UK Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate UK Sterling LIBOR Revolving Loans, the UK Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansUK Sterling LIBOR Revolving Loans or if any Default or Event of Default then exists, the UK Borrower shall be deemed to have elected to convert such SOFR Rate UK Sterling LIBOR Revolving Loans into UK Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The UK Agent will promptly notify each Lender UK Lender, as applicable, of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each UK Lender. (e) There may not be more than ten six (6) different SOFR Rate Interest Periods for UK Sterling LIBOR Revolving Loans in effect hereunder at any time.

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

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

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

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

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

Continuation and Conversion Elections. (a) Each Borrowing initially shall be of the Type specified in a Notice of Borrowing and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Notice of Borrowing. Each B/A Drawing shall have a Contract Period as specified in the applicable request therefor. Following the Borrowings and B/A Drawings on the Effective Date, the Borrower may elect to convert and continue any Borrowing or B/A Drawing pursuant to an irrevocable written Notice of Conversion/Continuation as provided in paragraph (b) below (it being understood that (i) no Borrowing or B/A Drawing may be converted to or continued as a Borrowing or B/A Drawing denominated in a different currency, (ii) no B/A Drawing may be converted or continued other than at the end of the Contract Period applicable thereto, (iii) no Borrowing may be converted to or continued as a Eurodollar Borrowing if the requested Interest Period would end after the Maturity Date and (iv) no Borrowing or B/A Drawing denominated in Canadian Dollars may be converted to a Eurodollar Borrowing and no Borrowing denominated in US Dollars may be converted to a Canadian Prime Rate Borrowing). The Borrower may elect different options with respect to different portions of the affected Borrowings or B/A Drawings, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowings or accepting the B/As comprising such B/A Drawings, as the case may be, and any Loans or B/As resulting from an election made with respect to any such portion shall be considered a separate Borrowing or B/A Drawing. The Borrower may upon irrevocable written notice to the Administrative Agent in accordance with paragraph (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):b) below: (i) elect with written noticeto convert, one on any Business Day priorDay, by 1:00 p.m. (New York City time), to convert any Base Reference Rate Loans (or any part thereof in an aggregate amount not less than US$5,000,000, or an integral multiple of US$1,000,000 in excess thereof) into SOFR Rate Eurodollar Loans; and; (ii) elect with written noticeto convert, as of the last day of the applicable Interest Periodon any Business Day, to continue any SOFR Rate Eurodollar Loans (or any part thereof in an aggregate amount not less than US$5,000,000 or an integral multiple of US$1,000,000 in excess thereof) having Interest Periods expiring into Reference Rate Loans; (iii) elect to continue, on such day; provided that if the Notice expiration date of Continuation/Conversion shall fail to specify the duration of the any Interest Period, any Eurodollar Loans maturing on such Interest Payment Date; (iv) elect to continue, on the expiration date of any Contract Period, any B/A Drawing maturing on such Contract Date by means of a new B/A Drawing on such Contract Date; (v) elect to convert, on the expiration date of any Contract Period, any B/A Drawing maturing on such Contract Date into a Canadian Prime Rate Loan; or (vi) elect to convert, on any Business Day, any Canadian Prime Rate Loans into B/As by means of a B/A Drawing on such Business Day; provided, however, that if on the expiration date of any Interest Period the aggregate amount of outstanding Eurodollar Loans comprised in the same Borrowing shall be one monthhave been reduced as a result of the conversion of part thereof to an amount less than US$5,000,000, the remaining Eurodollar Loans comprised in such Borrowing shall automatically convert into Reference Rate Loans on such date and on and after such date the right of the Borrower to continue such Loans as Eurodollar Loans shall terminate. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B or continuation (a “Notice of Conversion/Continuation/Conversion”) to ), in substantially the Agent form of Exhibit 2.09 not later than 1:00 p.m. (New York City timei) at least three (3) Business Days in advance the case of an election that will result in a Borrowing to be comprised of Eurodollar Loans, Reference Rate Loans or Canadian Prime Rate Loans, by the times and dates that would be required under Section 2.02 if the Borrower were requesting a Borrowing of the ContinuationType resulting from such election to be made on the effective date of such election and (ii) in the case of an election that will result in a B/Conversion Date A Drawing, by the time and date that would be required under Section 2.03 if the Term Loans are Borrower were requesting an acceptance and purchase of B/As to be converted into or continued as SOFR Rate Loans made on the effective date of such election. Each such Notice of Conversion/Continuation shall be irrevocable and specifyingshall be by facsimile confirmed immediately by telephone specifying therein the following information: (i) the proposed ContinuationBorrowing or B/Conversion DateA Drawing to which such Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing or B/A Drawing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing or B/A Drawing); (ii) the aggregate principal amount effective date of Term Loans the election made pursuant to such Notice of Conversion/Continuation, which shall be converted or continueda Business Day; (iii) the Type of Term Loans resulting from the proposed conversion whether a Reference Rate Borrowing, a Eurodollar Borrowing, a Canadian Prime Rate Borrowing or continuationa B/A Drawing is elected; and (iv) in the duration case of the requested Interest Period, provided, howeveran election of a Eurodollar Borrowing, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”, and in the case of an election of a B/A Drawing, the Contract Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Contract Period”. If any such SOFR Rate LoansNotice of Conversion/Continuation requests a Eurodollar Borrowing or B/A Drawing but does not specify an Interest Period or Contract Period, then the Borrower shall be deemed to have elected selected an Interest Period of one month’s duration or a Contract Period of 30 days duration, as the case may be. (c) If the Borrower fails to convert such SOFR Rate Loans into Base Rate Loans effective as deliver a timely Notice of Conversion/Continuation with respect to a Eurodollar Borrowing or B/A Drawing prior to the end of the expiration date Interest Period or Contract Period applicable thereto, then, unless such Borrowing or B/A Drawing is repaid as provided herein, at the end of such Interest PeriodPeriod or Contract Period such Borrowing or B/A Drawing shall be converted to a Reference Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable. If Notwithstanding any contrary provision hereof, if an Event of Default existshas occurred and is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing or a B/A Drawing and (ii) unless repaid, each Eurodollar Borrowing or B/A Drawing shall be converted to a Reference Rate Borrowing or a Canadian Prime Rate Borrowing, as applicable, at the election end of the Agent Interest Period or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each Contract Period applicable Interest Periodthereto. (d) The Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will shall promptly notify each Lender thereof or, if no timely notice is provided, the Administrative Agent shall promptly notify each Lender of its receipt the details of a Notice of Continuation/Conversionany automatic conversion. All conversions Each conversion and continuations continuation shall be made ratably according to pro rata among the Lenders based on the respective outstanding principal amounts of the Term Loans or B/As of each Lender included in the Borrowing or B/A Drawing with respect to which the such notice was given held by each Lendergiven. (e) There Upon the conversion of any Borrowing or the continuation of any B/A Drawing (or portion thereof) to or as a B/A Drawing, the net amount that would otherwise be payable to the Borrower by each Lender pursuant to Section 2.03(f) in respect of such new B/A Drawing shall be applied against the principal of the Loan made by such Lender (in the case of a conversion), or the Borrower’s obligation to reimburse such Lender in respect of the B/As accepted by such Lender under Section 2.03(i) (in the case of a continuation) as part of such converted Borrowing or such continued B/A Drawing, and the Borrower shall pay to the Administrative Agent for the account of such Lender on the date of such conversion or continuation an amount equal to the difference between the principal amount of such Loan or the aggregate face amount of such maturing B/As, as the case may be, and such net amount. Upon the conversion of any B/A Drawing (or portion thereof) to a Canadian Prime Rate Loan, each Lender shall be deemed to have made a Canadian Prime Rate Loan to the Borrower on the date of such conversion in an amount equal to the face amount of the maturing B/A of such Lender, and the proceeds of such Canadian Prime Rate Loan shall be deemed to have been applied to satisfy the Borrower’s obligation to reimburse such Lender in respect of the B/As accepted by such Lender as part of such B/A Drawing under Section 2.03(i). (f) After giving effect to any conversion or continuation of any Borrowing or B/A Drawing, there shall not be more than ten different SOFR Rate Loans an aggregate amount of fifteen (i) Interest Periods in effect hereunder in respect of all Loans outstanding at any such time and (ii) Contract Periods in effect in respect of all B/As outstanding at such time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate LIBOR Revolving Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided further, that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent Lender not later than 1:00 p.m. 12:00 noon (New York City Los Angeles time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Revolving Loans, the Borrower fails Borrowers have failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Revolving Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR Rate LIBOR Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten five (5) different SOFR Rate LIBOR Revolving Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Term Benchmark Loans or RFR Loans is then permitted under Section 2.3(a2.4(a)(ii)): (i) elect with written noticeelect, one as of any Business Day prior, by 1:00 p.m. (New York City time)Day, to convert any Base Rate Loans other than Agent Advances and Swingline Loans (or any part thereof) into Term Benchmark Loans (or RFR Loans to the extent that the Adjusted Daily Simple SOFR Rate Loansis then the applicable Benchmark); and (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate Term Benchmark Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof); provided that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B C (a “Notice of Continuation/Conversion”) to the Agent not later than than, (x) 1:00 p.m. (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Term Benchmark Loans or (y) 1:00 p.m. (New York City time) at least five (5) Business Days in advance of the Continuation/Conversion Date if the Loans are to be converted into or continued as RFR Loans (as applicable), in each case, and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest PeriodPeriod (in the case of Term Benchmark Loans), provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, upon the expiration of any Interest Period applicable to any SOFR Rate Term Benchmark Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Term Benchmark Loans, the Borrower shall be deemed to have elected to convert such SOFR Rate Term Benchmark Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the 223 224 Required Lenders, all SOFR Rate Term Benchmark Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Term Benchmark Loans in effect hereunder at any timetime (which number may be increased or adjusted by agreement between the Borrower and the Agent in connection with any Revolving Credit Commitment Increase or the creation of any Extended Revolving Credit Facility).

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

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

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof); provided provided, that if at any time the Notice aggregate amount of Continuation/Conversion shall fail LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to specify the duration of the Interest Periodbe less than $1,000,000, such Interest Period LIBOR Rate Loans shall be one monthautomatically convert into Base Rate Loans. (b) The Borrower shall deliver a notice of continuation/continuation/ conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Chicago time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 8 different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a) The As to any Loans comprising a Borrowing, the Borrower may may, upon irrevocable written notice to the Administrative Agent in accordance with clause (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):b) below: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time)in the case of Base Rate Loans, or as of the last day of the applicable Interest Period, in the case of Offshore Rate Loans, to convert any Base Rate such Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple thereof in excess thereof) into SOFR Rate any other Type of Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Offshore Rate Loans (or any part thereof) having Interest Periods expiring on such day; provided day (or any part thereof in an amount not less than $1,000,000, or that if the Notice of Continuation/Conversion shall fail to specify the duration of the Interest Period, such Interest Period shall be one month.is in an integral multiple thereof in excess thereof); (b) The Borrower shall deliver a notice of continuationContinuation/conversion Conversion Notice in substantially in the form of Exhibit B C (a “Notice of "Continuation/Conversion”Conversion Notice") to be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (New York City Chicago time) at least three (3i) two (2) Business Days in advance of the Continuation/Continuation/ Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Offshore Rate Loans, and (ii) one Business Day in advance of the Continuation/Conversion Date, if the Loans and are to be converted into Base Rate Loans, specifying: (iA) the proposed Continuation/Conversion Date; (iiB) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iiiC) the Type of Term Loans resulting from the proposed conversion or continuation; and (ivD) in the case of the continuation of Offshore Rate Loans or conversions into Offshore Rate Loans, the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Offshore Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Offshore Rate Loans, the Borrower shall be deemed to have elected to convert such SOFR Offshore Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/ConversionConversion Notice, or, if no timely notice is provided by the Borrower, the Administrative Agent will promptly notify each Lender of the details of any automatic conversion to Base Rate Loans. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans held by each Lender with respect to which the notice was given held by each Lendergiven. (e) There Unless the Required Lenders otherwise consent, during the existence of a Default, the Borrower may not elect to have a Loan converted into or continued as an Offshore Rate Loan. (f) After giving effect to any conversion or continuation of Loans, there may not be more than ten five (5) different SOFR Rate Loans Interest Periods in effect hereunder at any timefor all Loans hereunder.

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

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

Continuation and Conversion Elections. (a) The Borrower may (provided that upon irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Agent in accordance with Section 2.3(a)2.2(b): (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Revolving Loans; and; (ii) elect with written noticeelect, as of any Business Day subject to Section 4.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans into Base Rate Revolving Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000, in excess thereof as LIBOR Rate Revolving Loans); provided provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Revolving Loans shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Revolving Loans; provided, further, that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest PeriodPeriod of any LIBOR Rate Revolving Loan to result from any such continuation or conversion, such Interest Period shall be one monthmonth in duration. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B E (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 p.m. 12:00 noon (New York City Pacific time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Revolving Loans are to be converted into or continued as SOFR LIBOR Rate Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the Revolving Loans and the aggregate principal amount of Term such Revolving Loans to be converted or continued; (iii) the Type type of Term Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. With respect to any request to convert or continue any Revolving Loans, the Borrower may give the Agent telephonic notice of such request not later than the required time specified in this clause (b). The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing any such Revolving Loans, regardless of whether any written confirmation is received by the Agent, and the Agent may at any time refuse to accept any such telephonic notice and require that the Borrower provide a written Notice of Continuation/Conversion. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Revolving Loans, the Borrower fails has failed to timely select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansRevolving Loans or if any Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Revolving Loans with respect to which the such notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

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

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000 or that is in an integral multiple of $100,000 in excess thereof) into SOFR Eurodollar Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Eurodollar Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof); provided, that if at any time the aggregate amount of Eurodollar Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such Eurodollar Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a notice of continuation/conversion substantially in the form of Exhibit B (a “"Notice of Continuation/Conversion”") to the Agent Lender not later than 1:00 p.m. 12:00 noon (New York City timeCentral Standard Time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Eurodollar Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Maturity Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Eurodollar Rate LoansLoans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR Eurodollar Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten four (4) different SOFR Eurodollar Rate Loans in effect hereunder at any time.

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

Continuation and Conversion Elections. (a) The Borrower may (provided Provided that the Borrowing of SOFR LIBOR Rate Loans is then permitted under Section 2.3(a1.2, the Administrative Borrower on behalf of the Borrowers may, by delivery of notice as set forth in Section 2.2(b)):, below: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) or to convert such LIBOR Rate Loans to Base Rate Loans; provided that provided, that, if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans at the end of the applicable Interest Period; provided, further, that, if the Notice of Continuation/Conversion applicable notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The If Loans are to be converted into or continued as LIBOR Rate Loans, the or Administrative Borrower on behalf of the Borrowers shall deliver a notice of continuation/conversion conversion, substantially in the form of Exhibit B D hereto (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 12:00 noon (New York City timeEastern Time) at least three (3) Business Days in advance of the Continuation/Conversion Date if the Term Loans are to be converted into or continued as SOFR Rate Loans and Date, specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, that neither the Borrowers nor Administrative Borrower on behalf of any the Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails to select timely a new Interest Period to be applicable to such SOFR Rate Loansan Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten 10 different SOFR Interest Periods for LIBOR Rate Loans in effect hereunder at any time.

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

Continuation and Conversion Elections. (a) The A Borrower may (provided that upon irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Agent in accordance with Section 2.3(a2.2(b)):, other than with respect to any Autoborrow Loans: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) into SOFR LIBOR Rate Revolving Loans; and; (ii) elect with written noticeelect, as of any Business Day subject to Section 4.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans (or any part thereof not being continued pursuant to clause (iii) following) into Base Rate Revolving Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $100,000 in excess thereof) as LIBOR Rate Revolving Loans; provided that if at any time the Notice aggregate amount of Continuation/Conversion LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Revolving Loans shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Revolving Loans; provided, further, that if the notice shall fail to specify the duration of the Interest PeriodPeriod of any LIBOR Rate Revolving Loans, such Interest Period shall be one month. provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Revolving Loans shall automatically convert into Base Rate Revolving Loans; provided, further, that if the notice shall fail to specify the duration of the Interest Period of any LIBOR Rate Revolving Loan to result from any such continuation or conversion, such Interest Period shall be one month in duration. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B E (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 11:00 a.m. (New York City Dallas, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans any Revolving Loans, excluding Autoborrow Loans, are to be converted into or continued as SOFR LIBOR Rate Revolving Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the Revolving Loans (or portions thereof) and the aggregate principal amount of Term such Revolving Loans to be converted or continued; (iii) the Type type of Term Revolving Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Revolving Loans, the Borrower fails Borrowers have failed to timely select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansRevolving Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Revolving Loans with respect to which the such notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

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

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

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

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

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

Continuation and Conversion Elections. (a) The A Borrower may (provided that may, upon irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Agent in accordance with Section 2.3(a)2.2(b): (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any such Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR LIBOR Rate Loans; and; (ii) elect with written noticeelect, as of any Business Day subject to Section 4.4, in the case of LIBOR Rate Loans to convert any such LIBOR Rate Loans into Base Rate Loans; or (iii) elect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $500,000, in excess thereof) as LIBOR Rate Loans; provided provided, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Loans; provided, further, that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest PeriodPeriod of any LIBOR Rate Loan, such Interest Period shall be one month.. AMENDED AND RESTATED CREDIT AGREEMENT (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B C (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 p.m. 11:00 a.m. (New York City Los Angeles, California time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continued; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. With respect to any request to convert or continue any Loans, the Borrowers may give the Agent telephonic notice of such request not later than the required time specified in this clause (b). The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing any such Loans, regardless of whether any written confirmation is received by the Agent, and the Agent may at any time refuse to accept any such telephonic notice and require that the Borrowers provide a written Notice of Continuation/Conversion. (c) If, upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to timely select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the such notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

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

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

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof) into SOFR Rate LIBOR Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR Rate LIBOR Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $2,500,000, or that is in an integral multiple of $500,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower shall deliver a by telephonic facsimile notice of continuation/conversion substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) to the Agent not later than 1:00 5:00 p.m. (New York City Atlanta, Georgia time) at least three two (32) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR Rate LIBOR Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, the Borrower may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR Rate LIBOR Loans, the Borrower fails has failed to select timely a new Interest Period to be applicable to such SOFR Rate LoansLIBOR Loans or if any Default or Event of Default then exists, the Borrower shall be deemed to have elected to convert such SOFR Rate LIBOR Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten seven (7) different SOFR Rate LIBOR Loans in effect hereunder at any time.

Continuation and Conversion Elections. ▇. ▇▇▇▇▇ may: (a1) The Borrower may (provided that elect, as of any Business Day, in the Borrowing case of SOFR Base Rate Loans is then permitted under Section 2.3(a)): (i) elect with written notice, one Business Day prior, by 1:00 p.m. (New York City time), to convert any Base Rate Loans (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; and (ii) elect with written notice, as of Loans the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess; provided or PROVIDED, that if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $1,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; PROVIDED FURTHER that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower ▇. ▇▇▇▇▇ shall deliver a notice of continuation/conversion ("Notice of Continuation/Conversion") substantially in the form of Exhibit B (a “Notice of Continuation/Conversion”) EXHIBIT D to the Agent Lender not later than 1:00 p.m. 12:00 noon (New York City Pasadena, California time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i1) the proposed Continuation/Conversion Date; (ii2) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii3) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, howeverHOWEVER, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, c. If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails ▇▇▇▇▇ has failed to select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower ▇▇▇▇▇ shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) d. There may not be more than ten five (5) different SOFR LIBOR Rate Loans in effect hereunder at any time.

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

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):U.S. Revolving Loans. (i) elect with written noticeEach U.S. Borrower may: (A) elect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of U.S. Base Rate Revolving Loans made to such U.S. Borrower to convert any such U.S. Base Rate Revolving Loans (or any part thereof in an amount not less than $5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR Rate LIBOR Revolving Loans; andor (iiB) elect with written noticeelect, as of the last day of the applicable LIBOR Interest Period, to continue any SOFR Rate LIBOR Revolving Loans (or any part thereof) made to such U.S. Borrower having LIBOR Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of LIBOR Revolving Loans in respect of any Borrowing made to a U.S. Borrower is reduced, by payment, prepayment or conversion of part thereof, to be less than $5,000,000, such LIBOR Revolving Loans shall automatically convert into U.S. Base Rate Revolving Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the LIBOR Interest Period, such LIBOR Interest Period shall be one month. (bii) The A U.S. Borrower shall deliver a notice of continuation/conversion substantially ("U.S. Notice of Continuation/Conversion") in the form of Exhibit B (E-1 attached hereto and made a “Notice of Continuation/Conversion”) part hereof to the Agent not later than 1:00 p.m. 12:00 noon (New York City time) at least three (3) Business Days in advance of the U.S. Continuation/Conversion Date Date, if the Term U.S. Revolving Loans of such U.S. Borrower are to be converted into or continued as SOFR Rate LIBOR Revolving Loans and specifying: (iA) the proposed U.S. Continuation/Conversion Date; (iiB) the aggregate principal amount of Term U.S. Revolving Loans of such U.S. Borrower to be converted or continuedrenewed; (iiiC) the Type type of Term U.S. Revolving Loans resulting from the proposed conversion or continuation; and (ivD) the duration of the requested LIBOR Interest Period, provided, however, the such U.S. Borrower may not select an a LIBOR Interest Period that ends after the Stated Termination Date. (cb) If, If upon the expiration of any LIBOR Interest Period applicable to any SOFR Rate Loansa LIBOR Revolving Loan of a U.S. Borrower, the such U.S. Borrower fails has failed to select timely a new LIBOR Interest Period to be applicable to such SOFR Rate LoansLIBOR Revolving Loan or if any Default or Event of Default then exists, the such U.S. Borrower shall be deemed to have elected to convert such SOFR Rate Loans LIBOR Revolving Loan into a U.S. Base Rate Loans Revolving Loan effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable LIBOR Interest Period. (dc) The Agent will promptly notify each U.S. Lender of its receipt of a U.S. Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term U.S. Revolving Loans with respect to which the notice was given held by each U.S. Lender. (ed) There may not be more than ten (10) different SOFR Rate Loans LIBOR Interest Periods in effect hereunder at any timetime (including those related to Canadian Revolving Loans).

Continuation and Conversion Elections. (a) The Borrower may (provided that the Borrowing of SOFR Rate Loans is then permitted under Section 2.3(a)):Borrowers may: (i) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time)in the case of Base Rate Loans, to convert any such Base Rate Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Loans; andor (ii) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000 or that is in an integral multiple of $1,000,000 in excess thereof); provided, that if at any time the aggregate amount of any LIBOR Rate Loan is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such LIBOR Rate Loans shall automatically convert into Base Rate Loans; provided further that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest Period, such Interest Period shall be one month. (b) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially ("Notice of Continuation/Conversion") in the form of Exhibit B (E attached hereto and made a “Notice of Continuation/Conversion”) part hereof to the Administrative Agent not later than 1:00 p.m. 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Loans are to be converted into or continued as SOFR LIBOR Rate Loans and specifying: (i) the proposed Continuation/Conversion Date; (ii) the aggregate principal amount of Term Loans to be converted or continuedrenewed; (iii) the Type type of Term Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period, provided, however, that the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. (c) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loans, the Borrower fails Borrowers have failed to select timely deliver a new Interest Period to be applicable Notice of Continuation/Conversion with respect to such SOFR LIBOR Rate LoansLoans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Loans into Base Rate Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d) The Administrative Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Loans with respect to which the notice was given held by each Lender. (e) There may not be more than ten four (4) different SOFR LIBOR Rate Loans in effect hereunder at any time.

Continuation and Conversion Elections. (a1) The A Borrower may (provided that upon irrevocable written notice to the Borrowing of SOFR Rate Loans is then permitted under Agent in accordance with Section 2.3(a)2.2(b): (i1) elect with written noticeelect, one as of any Business Day priorDay, by 1:00 p.m. (New York City time), in the case of Base Rate Revolving Loans to convert any such Base Rate Revolving Loans (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into SOFR LIBOR Rate Revolving Loans; (2) elect, as of any Business Day subject to Section 4.4, in the case of LIBOR Rate Revolving Loans to convert any such LIBOR Rate Revolving Loans into Base Rate Revolving Loans; andor (ii3) elect with written noticeelect, as of the last day of the applicable Interest Period, to continue any SOFR LIBOR Rate Revolving Loans (or any part thereof) having Interest Periods expiring on such dayday (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000, in excess thereof as LIBOR Rate Revolving Loans); provided provided, that if at any time the aggregate amount of LIBOR Rate Revolving Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less than $5,000,000, such LIBOR Rate Revolving Loans shall, effective as of the expiration date of the applicable Interest Period, automatically convert into Base Rate Revolving Loans; provided, further, that if the Notice of Continuation/Conversion notice shall fail to specify the duration of the Interest PeriodPeriod of any LIBOR Rate Revolving Loan, such Interest Period shall be one month. (b2) The Borrower Borrowers shall deliver a notice of continuation/conversion substantially in the form of Exhibit B E (a “"Notice of Continuation/Conversion”") to the Agent not later than 1:00 2:00 p.m. (New York City Dallas, Texas time) at least three (3) Business Days in advance of the Continuation/Conversion Date Date, if the Term Revolving Loans are to be converted into or continued as SOFR LIBOR Rate Revolving Loans and specifying: (i1) the proposed Continuation/Conversion Date; (ii2) the Revolving Loans and the aggregate principal amount of Term such Revolving Loans to be converted or continued; (iii3) the Type type of Term Revolving Loans resulting from the proposed conversion or continuation; and (iv4) the duration of the requested Interest Period, provided, however, the Borrower Borrowers may not select an Interest Period that ends after the Stated Termination Date. With respect to any request to convert or continue any Revolving Loans, the Borrowers may give the Agent telephonic notice of such request not later than the required time specified in this clause (b). The Agent at all times shall be entitled to rely on such telephonic notice in converting or continuing any such Revolving Loans, regardless of whether any written confirmation is received by the Agent, and the Agent may at any time refuse to accept any such telephonic notice and require that the Borrowers provide a written Notice of Continuation/Conversion. (c3) If, If upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Revolving Loans, the Borrower fails Borrowers have failed to timely select timely a new Interest Period to be applicable to such SOFR LIBOR Rate LoansRevolving Loans or if any Default or Event of Default then exists, the Borrower Borrowers shall be deemed to have elected to convert such SOFR LIBOR Rate Revolving Loans into Base Rate Revolving Loans effective as of the expiration date of such Interest Period. If any Event of Default exists, at the election of the Agent or the Required Lenders, all SOFR Rate Loans shall be converted into Base Rate Loans as of the expiration date of each applicable Interest Period. (d4) The Agent will promptly notify each Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Term Revolving Loans with respect to which the such notice was given held by each Lender. (e) There may not be more than ten different SOFR Rate Loans in effect hereunder at any time.

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

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