Common use of Conversion and Continuation Elections Clause in Contracts

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan to a LIBOR Rate Loan, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any Loan by the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such the end of its Interest Period and (y) any LIBOR Rate Loan shall be continued as such the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no Loan shall be made, converted into or continued as a LIBOR Rate Loan if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR Rate; provided that any failure to do so shall not relieve the Borrowers of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans).

Conversion and Continuation Elections. (ai) The Borrowers US Borrower shall have the option to (iw) request that any US Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (iix) convert at any time all or any part of any outstanding US Revolving Loans (other than US Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iiiy) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (ivz) continue all or any portion of any US Revolving Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Administrative US Borrower by 1:00 p.m. (AChicago time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect US Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish US Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative US Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 1:00 p.m. (Chicago time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative US Borrower must make such election by notice to Administrative US Agent in writing, including by electronic transmissionElectronic Transmission (or by telephone, to be confirmed in writing or Electronic Transmission on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form reasonably acceptable to Administrative the Appropriate Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan with an Interest Period longer than one month, if an a Specified Event of Default has occurred and is continuing and Required US Lenders have provided notice to the Administrative Agent US Borrower (directly or by or through the US Agent) indicating that the Required US Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (bii) Upon receipt of a Notice of Conversion/Continuation, Administrative US Agent will promptly notify each US Lender thereof. In addition, Administrative US Agent will, with reasonable promptness, notify the Administrative US Borrower and the US Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers US Borrower of any liability hereunder or provide the basis for any claim against Administrative US Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the US Revolving Loans held by each US Lender with respect to which the notice was given. (ciii) Notwithstanding any other provision contained in this Loan Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than seven (7) different Interest Periods in effect at any one time. (i) The Canadian Borrower shall have the option to (w) request that any CDN $ Denominated Canadian Loan be made as a BA Rate Loan and any Dollar Denominated Canadian Loan be made as a LIBOR Rate Loan, (x) convert at any time all timesor any part of outstanding CDN $ Denominated Canadian Loans (other than Canadian Swing Loans) from Canadian Prime Rate Loans to BA Rate Loans and any Dollar Denominated Canadian Loans (other than Canadian Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (y) convert any BA Rate Loan to a Canadian Prime Rate Loan and any LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 if such conversion is made prior to the expiration of the BA Period or Interest Period applicable thereto, or (z) continue all outstanding or any portion of any CDN $ Denominated Canadian Loan as a BA Rate Loan upon the expiration of the applicable BA Period and any Dollar Denominated Canadian Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans shall having the same proposed BA Period or Interest Period, as applicable, to be either Base made or continued as, or converted into, a BA Rate Loan or LIBOR Rate Loan, as applicable, must, in each instance, be in a minimum amount of CDN $1,000,000 for CDN $ Denominated Canadian Loans and $1,000,000 for Dollar Denominated Canadian Loans. Any such election must be made by the Canadian Borrower by 1:00 p.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Canadian Revolving Loan which is to bear interest at BA Rate or LIBOR, (2) the end of each BA Period or Interest Period with respect to any BA Rate Loans or LIBOR Rate Loans, as applicable, to be continued as such, or (3) the date on which the Canadian Borrower wishes to convert any Canadian Prime Rate Loans (and (i) no to a BA Rate Loan for an BA Period designated by the Canadian Borrower in such election or any Base Rate Loans to a LIBOR Rate Loan for an Interest Period designated by the Canadian Borrower in such election. If no election is received with respect to a BA Rate Loan by 1:00 p.m. (Chicago time) on the 3rd Business Day prior to the end of the respective BA Period or Interest Period, as applicable, that BA Rate Loan or LIBOR Rate Loan shall be permitted if converted to a Canadian Prime Rate Loan or Base Rate Loan, as applicable, at the end of its BA Period or Interest Period, as applicable. The Canadian Borrower must make such election by notice to Canadian Agent in writing, including by Electronic Transmission. In the case of any other Loans are conversion or continuation, such election must be made pursuant to a Notice of Conversion/Continuation. No Loan shall be made, converted into or continued as a BA Rate Loan with an BA Period or a LIBOR Rate LoansLoan with an Interest Period, in either case, longer than one month, if a Specified Event of Default has occurred and is continuing and Required Canadian Lenders have provided notice to the Canadian Borrower (directly or by or through the Canadian Agent) indicating that the Required Canadian Lenders have determined not to make or continue any Loan as a BA Rate Loan or a LIBOR Rate Loan, as applicable, as a result thereof. (ii) no LIBOR Upon receipt of a Notice of Conversion/Continuation, Canadian Agent will promptly notify each Canadian Lender thereof. In addition, Canadian Agent will, with reasonable promptness, notify the Canadian Borrower and the Canadian Lenders of each determination of the BA Rate Loans or LIBOR, as applicable; provided that any failure to do so shall not relieve the Canadian Borrower of any liability hereunder or provide the basis for any claim against Canadian Agent. All conversions and continuations shall be permitted if made pro rata according to the respective outstanding principal amounts of the Canadian Revolving Loans held by each Canadian Lender with respect to which the notice was given. (iii) Notwithstanding any other Loans are Base Rate provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans), there shall not be more than seven (7) different BA Periods or Interest Periods, in aggregate, in effect at any one time.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 2.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan if (x) an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension or an Incremental Facility, such number of Interest Periods shall be permitted if any other increase by two (2) Interest Periods for each such new Class of Loans are Base Rate Loans)so established.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans under the same Tranche having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 in the case of Revolving Loans. Any such election must be made by the Administrative Borrower by 1:00 p.m. (AChicago time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 1:00 p.m. (Chicago time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and unless, in the Administrative Agent case of any Base Rate Loan that is to be converted into a LIBOR Rate Loan or any LIBOR Rate Loan that is to be continued as a LIBOR Rate Loan, the Required Lenders have determined not to make permit the conversion of any Base Rate Loan into, or continue the continuation of any Loan as LIBOR Rate Loan as, a LIBOR Rate Loan notwithstanding such Event of Default. No Loan may be made as or converted into a result thereofLIBOR Rate Loan until the earlier of (i) five (5) Business Days after the Closing Date or (ii) completion of primary syndication of the Commitments as determined by Agent and the Arrangers (and the resulting addition of such Persons as Lenders hereunder). (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than ten (ii10) no LIBOR Rate Loans shall be permitted if different Interest Periods in effect at any other Loans are Base Rate Loans)one time.

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Loan (other than Swing Loans) be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by the Administrative Borrower Representative by 1:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 1:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G or in a writing in any other form acceptable to Administrative Agent1.6. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $500,000 and integral multiples of $250,000. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. (New York time) on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (32) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 12:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionfax, overnight courier, or by Electronic Transmission (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G or in a writing in any other form acceptable to Administrative Agent2.5. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans or to any continuation or conversion of any Loan, there shall not be either Base Rate Loans or LIBOR Rate Loans more than eight (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $500,000. Any such election must be made by the Administrative Borrower by 1:00 p.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 1:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such the end a LIBOR Rate Loan with an Interest Period of its Interest Periodone month. The Administrative Borrower must may make such election to the Agent in writing (including by Electronic Transmission) or by telephonic notice to Administrative the Agent followed promptly by a notice in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form reasonably acceptable to Administrative the Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing at the time of such proposed conversion or continuation and the Administrative Agent or Required Lenders have determined in writing not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each applicable Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than six (ii6) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan (other than a Swing Loan) be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any LIBOR Rate Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. 11:00 a.m. on the third (3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration) prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received by Agent with respect to any a LIBOR Rate Loan by 12:00 p.m. on the time specified third (3) Business Day (four (4) Business Days with respect to LIBOR Rate Loans having an Interest Period other than one, two, three or six months in the preceding sentence, (xduration) any Base Rate Loan shall be continued as such prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued continue as such the end a LIBOR Rate Loan with an Interest Period of its Interest Periodone (1) month. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any such other form as may be approved by Agent (including any form on an electronic platform or electronic transmission system as shall be approved by Agent), appropriately completed and signed by a Responsible Officer of the Borrower, which notice may be given by (A) telephone, or (B) a Notice of Conversion/Continuation; provided, that, any telephone notice must be confirmed immediately by delivery to Agent of a Notice of Conversion/Continuation. If the Borrower wishes to request a conversion or continuation of a LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of such conversion or continuation, whereupon Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to Administrative Agentall of them. Notwithstanding anything Not later than 11:00 a.m. three (3) Business Days before the requested date of such conversion or continuation, Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the contrary, no Lenders. No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and continuing, without the Administrative Agent or consent of the Required Lenders have determined not to make or continue any Loan as LIBOR Rate Loan as a result thereofLenders. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereofthereof and if no timely notice of a conversion or continuation is provided by the Borrower, Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 1.6(a). In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR Rateapplicable to any Interest Period for LIBOR Rate Loans; provided that provided, that, any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than eight (ii8) different Interest Periods in effect; provided, that, after the establishment of any new Class of Loans pursuant to an Extension, such number of Interest Periods shall increase by three (3) no LIBOR Rate Interest Periods for each such new Class of Loans shall be permitted if any other Loans are Base Rate Loans)so established.

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $500,000. Any such election must be made by the Administrative Borrower Borrowers by 1:00 p.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (32) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Borrowers in such electionelection and/or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan denominated in Dollars to Base Rate. If no election is received with respect to any a LIBOR Rate Loan by 1:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such the end a LIBOR Rate Loan with an Interest Period of its Interest Periodone month. The Administrative Borrower must Borrowers may make such election to the Agent in writing (including by Electronic Transmission) or by telephonic notice to Administrative the Agent followed promptly by a notice in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form reasonably acceptable to Administrative the Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan if an Event of Default has occurred and is continuing and at the Administrative Agent time of such proposed funding, conversion or Required Lenders have determined not to make or continue any Loan as LIBOR Rate Loan as a result thereofcontinuation. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Administrative Borrower Borrowers and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers of any liability hereunder or provide the basis for any claim against Administrative the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and (ii) no LIBOR Rate Loans there shall not be permitted if any other Loans are Base Rate Loans)more than six different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. No Loan may be made as or converted into a LIBOR Rate Loan until the earlier of (i) three (3) days after the Closing Date or (ii) completion of a Successful Syndication (as defined in the Fee Letter). (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than nine (ii9) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers shall have Each Loan may be converted from one Type to the option other or any expiring LIBOR Rate Loan may be continued upon the Borrowers’ delivery of a written Notice of Conversion/Continuation to the Agent. Each such notice must be received by the Agent not later than 11:00 a.m. (iCentral time) request that three Business Days prior to the requested date of any Loan be funded as Conversion/Continuation Date. Each conversion to or continuation of a LIBOR Rate Loan shall be in a principal amount of $250,000 or a Base Rate Loan, (ii) convert at any time all or any part whole multiple of any outstanding Loans from a Base Rate Loan $50,000 in excess thereof. Each conversion to a LIBOR Rate Loan, (iii) convert any Daily One-Month LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(dshall be in integral multiples of $50,000. Each Notice of Continuation/Continuation shall specify (i) and (e) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which whether the Borrowers wish to convert any LIBOR Rate Loan to are requesting a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding conversion or a continuation of a LIBOR Rate Loan, (2ii) the end proposed Conversion/Continuation Date, which shall be a Business Day, (iii) the principal amount of each the Loans to be converted or continued, (iv) the Type of Loans to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrowers fail to any specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrowers fail to give timely notice requesting a conversion, then the applicable Loans shall be converted to Daily One-Month LIBOR Rate Loan Loans. Any such automatic conversion to Daily One-Month LIBOR Rate Loans shall be continued effective as such, or (3) of the date on which last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans. If the Borrowers wish to convert any Base Rate Loan to request a conversion or continuation of a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in any such election. If no election is received with respect to any Loan by the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such the end of its Interest Period and (y) any LIBOR Rate Loan shall be continued as such the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form , but fail to specify an Interest Period, they will be deemed to have specified an Interest Period of Exhibit G or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no Loan shall be made, converted into or continued as a LIBOR Rate Loan if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as LIBOR Rate Loan as a result thereofone month. (b) Upon Notwithstanding anything to the contrary herein, if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment or conversion of a part thereof to be less than $250,000, such LIBOR Rate Loans shall automatically convert to Daily One-Month LIBOR Rate Loans, and on and after such date the right of the Borrowers to continue such Loans as, and convert such Loans into, LIBOR Rate Loans shall terminate (provided that, assuming all applicable requirements and conditions thereto set forth in this Agreement are met, nothing in this Subsection 2.04(b) shall prevent the Borrowers from obtaining new LIBOR Rate Loans to pay off such Daily One-Month LIBOR Rate Loans which had been converted thereto from LIBOR Rate Loans); provided that nothing in this Subsection 2.04(b) shall be deemed to grant to the Borrowers the right to prepay any LIBOR Rate Loan except as set forth elsewhere in this Agreement. (c) If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to advise the Agent of the continuation thereof as a LIBOR Rate Loan, or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into Daily One-Month LIBOR Rate Loans effective as of the expiration date of such Interest Period. (d) The Agent will promptly notify each applicable Lender of its receipt of a Notice of Conversion/Continuation, Administrative or, if no timely notice is provided by the Borrowers, the Agent will promptly notify each applicable Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR Rate; provided that any failure to do so shall not relieve the Borrowers details of any liability hereunder or provide the basis for any claim against Administrative Agentautomatic continuation. All conversions and continuations shall be made pro rata ratably according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was givengiven held by each Lender. (ce) Notwithstanding any other provision contained in this Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Borrowers may not elect to have a Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans converted into or continued as a LIBOR Rate Loans Loan. (and (if) no Base Rate Loans shall be permitted if After giving effect to any other Loans are LIBOR Rate conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than four (4) different Interest Periods in effect. (g) The Borrowers hereby authorize the Lenders and (ii) no LIBOR Rate Loans the Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrowers. The Borrowers agree to deliver promptly to the Agent a written confirmation of each telephonic notice, signed on behalf of the Borrowers by a Responsible Officer. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall be permitted if any other Loans are Base Rate Loans)govern absent clear and obvious error.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Revolving Loans or Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Revolving Loan or group of Revolving Loans or Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $100,000. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1New York time) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such electionBorrower. No LIBOR Rate Loan shall be comprised of both Revolving Loans (or any one or more portions thereof) and the Term Loan (or any one or more portions thereof). If no election is received with respect to any a LIBOR Rate Loan by 12:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Revolving Loan or Term Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined not to make or continue any Revolving Loan or Term Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than nine (ii9) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Revolving Loans (other than Swing Loans) or Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loans as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Revolving Loan or group of Revolving Loans or Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. No LIBOR Rate Loan shall be comprised of both Revolving Loans (or any one or more portions thereof) and a Term Loan (or any one or more portions thereof). If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by electronic transmissionhand delivery, overnight courier, mail, facsimile or Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative the Applicable Agent. Notwithstanding anything to the contrary, no No Revolving Loan or Term Loan shall be made, converted into or continued at the end of the relevant Interest Period as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Applicable Agent or Required Lenders have determined not to make or continue any Revolving Loan or Term Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, Administrative the Applicable Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate different Interest Periods in effect; provided that after the establishment of any tranche of new Loans pursuant to an Extension, such number of Interest Periods shall be permitted if any other increase by two (2) Interest Periods for each such new tranche of Loans are Base Rate Loans)so established.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be funded made as a LIBOR Rate Loan or a Base Rate LIBORSOFR Loan, (ii) convert at any time all or any part of any outstanding Revolving Loans or Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLIBORSOFR Loans, (iii) convert any LIBOR Rate LIBORSOFR Loan to a Base Rate Loan, Loan (subject to Sections 12.26(d) and (eSection 10.4) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a LIBOR Rate LIBORSOFR Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from LIBORSOFR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBORSOFR Loan must be in a minimum amount of $250,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the third (3rd) Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, Revolving Loan which is to bear interest at LIBORSOFR (2) the end of each Interest Period with respect to any Base Rate Loan LIBORSOFR Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate LIBORSOFR Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBORSOFR Loan by 2:00 p.m. (New York time) on the time specified in third (3rd) Business Day prior to the preceding sentenceend of the Interest Period with respect thereto, (x) any that LIBORSOFR Loan shall be converted to a Base Rate Loan shall be continued as such the end of its Interest Period and (y) any LIBOR Rate Loan shall be continued as such at the end of its Interest Period. The Administrative Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative the Applicable Agent. Notwithstanding anything to the contrary, no No Revolving Loan or Term Loan shall be made, converted into or continued as a LIBOR Rate LIBORSOFR Loan if an Event of Default has occurred and is continuing and the Administrative Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as LIBOR Rate a LIBORSOFR Loan as a result thereof. (b) Notwithstanding anything to the contrary, as of the 1st day of each month, the Borrower shall have the option to request that all Revolving Loans accrue interest as either a LIBORSOFR Loan or Base Rate Loan. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from LIBORSOFR Loans to Base Rate Loans, or vice versa, prior to the expiration of that month. Any such election must be made by the Borrower by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of each month. The Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Applicable Agent. If no election is received with respect to the Revolving Loans by 2:00 p.m. (New York time) on the third (3rd) Business Day prior to the end of the month with respect thereto, such Revolving Loans shall continue to accrue interest as either LIBORSOFR Loans or Base Rate Loans, with LIBORSOFR or the Base Rate, as applicable, being adjusted to reflect the rate of the 1st Business Day of that month. (c) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Term Lender thereof or the Revolver Agent will promptly notify each Revolving Lender thereof, as the case may be. In addition, Administrative the Applicable Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBORSOFR; provided provided, however, that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative any Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans or Term Loans held by each Lender with respect to which the notice was given. (cd) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than eight (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)8) different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4, if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, such LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no Loan shall be made, converted into or continued as a LIBOR Rate Loan if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Term Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Term Loan or group of Term Loans under the same Tranche having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $2,500,000. Any such election must be made by the Administrative Borrower by 1:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (32) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 1:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.5 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Term Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and unless the Administrative Agent or Required Lenders have determined not to make permit the conversion of any Base Rate Loan into, or continue the continuation of any Loan as LIBOR Rate Loan as, a LIBOR Rate Loan notwithstanding such Event of Default. No Term Loan may be made as or converted into a result thereofLIBOR Rate Loan until the earlier of (i) five (5) Business Days after the Closing Date or (ii) completion of primary syndication of the Initial Term Loan Commitments as determined by Agent and the Arrangers (and the resulting addition of such Persons as Lenders hereunder). (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Term Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Term Loans, and there shall not be more than five (ii5) no LIBOR Rate Loans shall be permitted if different Interest Periods in effect at any other Loans are Base Rate Loans)one time.

Conversion and Continuation Elections. (a) The Borrowers Issuer shall have the option to (i) request that any Loan the Initial Term Loans or the Incremental Term Loans be funded made as a LIBOR Rate Loan or a Base Rate LoanLoans, (ii) convert at any time all or any part of any the outstanding Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert at any time all of the outstanding LIBOR Rate Loan Loans to a Base Rate LoanLoans, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan the outstanding Term Loans as a LIBOR Rate Loan or Base Rate Loan, as applicable, Loans upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower Issuer by 2:00 p.m. (A1) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loanon which the Initial Term Loans or Incremental Term Loans are to be made, and (2) on the third Business Day prior to (i) the end of each Interest Period with respect to any Base LIBOR Rate Loan Loans to be continued as such, or (3ii) the date on which the Borrowers wish Issuer wishes to convert any Base Rate Loans to LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan Loans for an Interest Period designated by the Administrative Borrower Issuer in such election. If no election is received with respect to any Loan LIBOR Rate Loans by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, the LIBOR Rate Loan Loans shall be continued as such converted to Base Rate Loans at the end of its the applicable Interest Period. The Administrative Borrower Issuer must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agentthe Required Purchasers. Notwithstanding anything to the contrary, no Loan The Term Loans shall not be mademade as, converted into or continued as a LIBOR Rate Loan Loans if an Event of Default (other than any Specified Default) has occurred and is continuing and the Administrative Agent or Required Lenders Purchasers have determined not to make or continue any Loan the Term Loans as LIBOR Rate Loan Loans as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender Purchaser thereof. In addition, Administrative Agent and the Purchasers may act upon the basis of such Notice of Conversion/Continuation believed by Agent in good faith to be from the Issuer. Agent and the Purchasers shall have no duty to verify the authenticity of the signature appearing on any Notice of Conversion/Continuation. Agent will, with reasonable promptness, notify the Administrative Borrower Issuer and the Lenders Purchasers of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Issuer of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans).

Conversion and Continuation Elections. (a) The Borrowers Other than as respects Fixed Rate Loans, Borrowing Representative shall have the option to (ia) request that any Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (iib) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iiic) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 3.12 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (ivd) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Administrative Borrower Borrowing Representative by (A) 12:00 2:00 p.m. on the second Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Borrowing Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such second Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower Borrowing Representative must make such election by notice to Administrative Agent in writing, including by electronic transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of attached hereto as Exhibit G or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no G. No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 6.2 are not met at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower Borrowing Representative and the Lenders of each determination of the LIBOR Rate; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans).

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Revolving Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Administrative Borrower Representative by (A) 12:00 2:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event the conditions to Loans in Section 2.2 are not met at the time of Default has occurred such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. Notwithstanding anything to the contrary contained herein or in any other Loan Document, until the Syndication Termination Date, no Revolving Loan made as a LIBOR Rate Loan shall have an Interest Period greater than one (1) month. For the avoidance of doubt, the Borrowers hereby acknowledge and agree that if, at any time on or prior to the Syndication Termination Date, any LIBOR Rate Loan must be prepaid or converted (in whole or in part) in connection with the syndication of the credit facilities provided hereunder on a day other than the last day of the Interest Period therefor, then such prepayment or conversion shall be subject to, and the Borrowers shall be required to pay any amounts required pursuant to, Section 10.4. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000 and integral multiples of $500,000 in excess of such amount. Any such election must be made by the Administrative Borrower Representative by 1:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 1:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G or in a writing in any other form acceptable to Administrative Agent1.6. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $500,000. Any such election must be made by the Administrative Borrower Representative by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form reasonably acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than four (ii4) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Administrative Borrower Representative by 2:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued at the end of the applicable Interest Period as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed Table of Contents conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1.0 million. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than nine (ii9) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower Representative by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be automatically continued as such a LIBOR Rate Loan at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 2.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if (x) an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans).

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $2,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loans which are to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. No Loan may be made as or converted into a LIBOR Rate Loan until three (3) days after the Closing Date. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than nine (ii9) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanRateSOFR Loans, (iiiii) convert any LIBOR Rate RateSOFR Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate RateSOFR Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBORAdjusted Term SOFR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan RateSOFR Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate RateSOFR Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR RateSOFR Loan by 2:00 p.m. on the time specified in third Business Day prior to the preceding sentenceend of the Interest Period with respect thereto, (x) any that LIBOR RateSOFR Loan shall be converted to a Base Rate Loan shall be continued as such the end of its Interest Period and (y) any LIBOR Rate Loan shall be continued as such at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 2.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate RateSOFR Loan if (x) an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate RateSOFR Loan as a result thereofthereof or (y) Agent is or Required Lenders are stayed by the Bankruptcy Code from making such determination. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBORAdjusted Term SOFR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension or an Incremental Facility, such number of Interest Periods shall be permitted if any other increase by two (2) Interest Periods for each such new Class of Loans are Base Rate Loans)so established.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Term Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to the Administrative Agent in writing, including by electronic transmissionhand delivery, overnight courier, mail, facsimile or Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to the Administrative Agent. Notwithstanding anything to the contrary, no No Term Loan shall be made, converted into or continued at the end of the relevant Interest Period as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Term Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, the Administrative Agent will promptly notify each Lender thereof. In addition, the Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against the Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Term Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate different Interest Periods in effect; provided that after the establishment of any tranche of new Loans pursuant to an Extension, such number of Interest Periods shall be permitted if any other increase by two (2) Interest Periods for each such new tranche of Loans are Base Rate Loans)so established.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than five (ii5) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Issuer shall have the option to (i) request that any Loan the Initial Term Loans or the Incremental Term Loans be funded made as a LIBOR Rate Loan or a Base Rate LoanLoans, (ii) convert at any time all or any part of any the outstanding Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert at any time all of the outstanding LIBOR Rate Loan Loans to a Base Rate LoanLoans, subject to Sections 12.26(dSection 10.4 if such (1) and (e) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loanon which the Initial Term Loans or Incremental Term Loans are to be made, and (2) on the third Business Day prior to (i) the end of each Interest Period with respect to any Base LIBOR Rate Loan Loans to be continued as such, or (3ii) the date on which the Borrowers wish Issuer wishes to convert any Base Rate Loans to LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan Loans for an Interest Period designated by the Administrative Borrower Issuer in such election. If no election is received with respect to any Loan LIBOR Rate Loans by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, the LIBOR Rate Loan Loans shall be continued as such converted to Base Rate Loans at the end of its the applicable Interest Period. The Administrative Borrower Issuer must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agentthe Required Purchasers. Notwithstanding anything to the contrary, no Loan The Term Loans shall not be mademade as, converted into or continued as a LIBOR Rate Loan Loans if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders Purchasers have determined not to make or continue any Loan the Term Loans as LIBOR Rate Loan Loans as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender Purchaser thereof. In addition, Administrative Agent and the Purchasers may act upon the basis of such Notice of Conversion/Continuation believed by Agent in good faith to be from the Issuer. Agent and the Purchasers shall have no duty to verify the authenticity of the signature appearing on any Notice of Conversion/Continuation. Agent will, with reasonable promptness, notify the Administrative Borrower Issuer and the Lenders Purchasers of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Issuer of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans).

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate Loan, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) if such conversion is made prior to the expiration of the Interest Period applicable theretoLoans, or (ivii) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Administrative Borrower Representative by 10:00 a.m. (ANew York time) 12:00 p.m. on the three (3) Business Day Days prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Revolving Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 10:00 a.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be automatically continued as such a LIBOR Rate Loan, subject to Article X, at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionfax, overnight courier, or by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G or in a writing in any other form acceptable to Administrative Agent1.6. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan or as provided pursuant to Article X. No Loan shall be made, converted into or continued as a result thereofBase Rate Loan, unless, subject to and as more particularly described in Article X, LIBOR is unavailable or unlawful. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than five (ii5) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swingline Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Administrative Borrower by 12:00 noon (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 12:00 noon (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such the end converted to a LIBOR Rate Loan with an Interest Period of its Interest Periodone month. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $100,000 (and multiples of $50,000 in excess thereof). Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default (other than any Specified Default) has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. No Loan may be made as or converted into a LIBOR Rate Loan until the earlier of (i) twenty (20) days after the Closing Date or (ii) completion of primary syndication as determined by Agent. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than ten (ii10) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan or Term Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Revolving Loans or Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, Loan (subject to Sections 12.26(d) and (eSection 10.4) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. For the avoidance of doubt, the Borrower shall not have the option to convert any Revolving Loans from LIBOR Loans to Base Rate Loans prior to the expiration of the Interest Period applicable thereto. Any Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $250,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the third (3rd) Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, Revolving Loan which is to bear interest at LIBOR (2) the end of each Interest Period with respect to any Base Rate Loan LIBOR Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Loan by 2:00 p.m. (New York time) on the time specified in third (3rd) Business Day prior to the preceding sentenceend of the Interest Period with respect thereto, (x) any that LIBOR Loan shall be converted to a Base Rate Loan shall be continued as such the end of its Interest Period and (y) any LIBOR Rate Loan shall be continued as such at the end of its Interest Period. The Administrative Borrower must make such election by notice to the Revolver Agent with respect to Revolving Loans and the Administrative Agent with respect to Term Loans in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative the Applicable Agent. Notwithstanding anything to the contrary, no No Revolving Loan or Term Loan shall be made, converted into or continued as a LIBOR Rate Loan if an Event of Default has occurred and is continuing and the Administrative Applicable Agent or Required Lenders have determined by notice to the Borrower not to make or continue any Revolving Loans or Term Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR Rate; provided that any failure to do so shall not relieve the Borrowers of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans).

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Administrative Borrower Representative by 12:00 noon (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no Interest Period with respect to any LIBOR Rate Loan is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election is received with respect to any Loan by the time specified in the preceding sentence, (x) any Base a LIBOR Rate Loan shall be continued as such prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its the Interest PeriodPeriod applicable thereto. The Administrative If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be a Base Rate Borrowing. Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) . Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) . Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than ten (ii10) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans or DDTL (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate different Interest Periods in effect; provided that after the establishment of any new Class of Loans pursuant to an Extension, such number of Interest Periods shall be permitted if any other increase by two (2) Interest Periods for each such new Class of Loans are Base Rate Loans)so established.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $100,000 (and multiples of $50,000 in excess thereof). Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default (other than any Specified Default) has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. Notwithstanding any other provision contained in this Agreement, any LIFO Revolving Loan that is made as a LIFO Revolving Loan or is converted to or continued as a LIFO Revolving Loan, in each case during the period commencing on January 1, 2021 and ending on March 31, 2021, may only have an Interest Period ending on the date that is one month from the date such LIFO Revolving Loan is made, converted or continued, as applicable. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $100,000 (and multiples of $50,000 in excess thereof). Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Issuer shall have the option to (i) request that any Loan the Initial Term Loans or the Incremental Term Loans be funded made as a LIBOR Rate Loan or a Base Rate LoanLoans, (ii) convert at any time all or any part of any the outstanding Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert at any time all of the outstanding LIBOR Rate Loan Loans to a Base Rate LoanLoans, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan the outstanding Term Loans as a LIBOR Rate Loan or Base Rate Loan, as applicable, Loans upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower Issuer by 2:00 p.m. (A1) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loanon which the Initial Term Loans or Incremental Term Loans are to be made, and (2) on the third Business Day prior to (i) the end of each Interest Period with respect to any Base LIBOR Rate Loan Loans to be continued as such, or (3ii) the date on which the Borrowers wish Issuer wishes to convert any Base Rate Loans to LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan Loans for an Interest Period designated by the Administrative Borrower Issuer in such election. If no election is received with respect to any Loan LIBOR Rate Loans by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, the LIBOR Rate Loan Loans shall be continued as such converted to Base Rate Loans at the end of its the applicable Interest Period. The Administrative Borrower Issuer must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agentthe Required Purchasers. Notwithstanding anything to the contrary, no Loan The Term Loans shall not be mademade as, converted into or continued as a LIBOR Rate Loan Loans if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders Purchasers have determined not to make or continue any Loan the Term Loans as LIBOR Rate Loan Loans as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender Purchaser thereof. In addition, Administrative Agent and the Purchasers may act upon the basis of such Notice of Conversion/Continuation believed by Agent in good faith to be from the Issuer. Agent and the Purchasers shall have no duty to verify the authenticity of the signature appearing on any Notice of Conversion/Continuation. Agent will, with reasonable promptness, notify the Administrative Borrower Issuer and the Lenders Purchasers of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Issuer of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans).

Conversion and Continuation Elections. (a) The Borrowers Issuer shall have the option to (i) request that any Loan the Initial Term Loans or the Incremental Term Loans be funded made as a LIBOR Rate Loan or a Base Rate LoanLoans, (ii) convert at any time all or any part of any the outstanding Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert at any time all of the outstanding LIBOR Rate Loan Loans to a Base Rate LoanLoans, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan the outstanding Term Loans as a LIBOR Rate Loan or Base Rate Loan, as applicable, Loans upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower Issuer by 2:00 p.m. (A1) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loanon which the Initial Term Loans or Incremental Term Loans are to be made, and (2) on the third Business Day prior to (i) the end of each Interest Period with respect to any Base LIBOR Rate Loan Loans to be continued as such, or (3ii) the date on which the Borrowers wish Issuer wishes to convert any Base Rate Loans to LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan Loans for an Interest Period designated by the Administrative Borrower Issuer in such election. If no election is received with respect to any Loan LIBOR Rate Loans by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, the LIBOR Rate Loan Loans shall be continued as such converted to Base Rate Loans at the end of its the applicable Interest Period. The Administrative Borrower Issuer must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agentthe Required Purchasers. Notwithstanding anything to the contrary, no Loan The Term Loans shall not be mademade as, converted into or continued as a LIBOR Rate Loan Loans if an Event of Default (other than any Specified Default) has occurred and is continuing and the Administrative Agent or Required Lenders Purchasers have determined not to make or continue any Loan the Term Loans as LIBOR Rate Loan Loans as a result thereof.. Table of Contents (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender Purchaser thereof. In addition, Administrative Agent and the Purchasers may act upon the basis of such Notice of Conversion/Continuation believed by Agent in good faith to be from the Issuer. Agent and the Purchasers shall have no duty to verify the authenticity of the signature appearing on any Notice of Conversion/Continuation. Agent will, with reasonable promptness, notify the Administrative Borrower Issuer and the Lenders Purchasers of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Issuer of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans).

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (32) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Revolving Loans (other than Swing Loans) or Term Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Revolving Loan or group of Revolving Loans or Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $100,000. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1New York time) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such electionBorrower. No LIBOR Rate Loan shall be comprised of both Revolving Loans (or any one or more portions thereof) and the Term Loan (or any one or more portions thereof). If no election is received with respect to any a LIBOR Rate Loan by 12:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.7 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Revolving Loan or Term Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined not to make or continue any Revolving Loan or Term Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than nine (ii9) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Administrative Borrower by 12:00 noon (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 12:00 noon (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such the end converted to a LIBOR Rate Loan with an Interest Period of its Interest Periodone month. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than five (ii5) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iiiii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iviii) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $2,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (32) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.5 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Term Loan be funded as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Term Loans from a Base Rate Loan to a LIBOR Rate Loan, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (eSection 12.28(e) if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Term Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Except with respect to the initial funding of the Term Loans on the Closing Date (which shall be governed by Section 2.02), any such election must be made by the Administrative Borrower by (Aa) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any LIBOR Rate Loan to a Base Rate Loan, and (Bb) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loan, (2) the end of each Interest Period with respect to any LIBOR Rate Loan to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any Term Loan by the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such the end of its Interest Period and (y) any LIBOR Rate Loan shall be continued as such at the end of its Interest PeriodPeriod as a LIBOR Rate Loan with an Interest Period of one or three months as applicable. If the Borrower fails to specify an Interest Period in its Notice of Conversion/Continuation for a LIBOR Rate Loan, the borrower shall be deemed to have elected an Interest Period of one month’s duration. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G F or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no Term Loan shall be made, converted into or continued as a LIBOR Rate Loan if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Term Loan as LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR Rate; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if after giving effect to any other Loans are LIBOR Rate borrowing of Term Loans, and or to any continuation or conversion of any Term Loans, there shall not be more than three (ii3) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate different Interest Periods in effect for Term Loans).

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Administrative Borrower Representative by 11:00 a.m. (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 11:00 a.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an any Event of Default has shall have occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as LIBOR Rate Loan as a result thereofcontinuing. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than ten (ii10) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert all or any part of any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred exists at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swingline Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Administrative Borrower Representative by 12:00 noon (ANew York time) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 12:00 noon (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such the end converted to a LIBOR Rate Loan with an Interest Period of its Interest Periodone month. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than ten (ii10) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000. Any such election must be made by the Administrative Borrower Representative by 2:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued at the end of the applicable Interest Period as a LIBOR Rate Loan Loan, if an Event the conditions to Loans and Letters of Default has occurred Credit in Section 2.2 are not met at the time of such proposed conversion or continuation and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Revolving Loans or Term Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Revolving Loan or Term Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Revolving Loan or group of Revolving Loans or Term Loan or group of Term Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount. Any such election must be made by the Administrative Borrower by 3:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. No LIBOR Rate Loan shall be comprised of both Revolving Loans (or any one or more portions thereof) and the Term Loan (or any one or more portions thereof). If no election is received with respect to any a LIBOR Rate Loan by 3:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionfax or overnight courier, or by Electronic Transmission (or by telephone, to be confirmed in writing on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6. No Revolving Loan or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no Term Loan shall be made, converted into or continued as a LIBOR Rate Loan if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Revolving Loan or Term Loan as a LIBOR Rate Loan as a result thereof. Until the earlier of (i) thirty (30) days after the Closing Date or (ii) completion of primary syndication as determined by Agent, all outstanding LIBOR Rate Loans shall be subject to a one week Interest Period. (ba) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all times, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if any other Loans are LIBOR Rate Loans, and (ii) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans).against

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 1:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanLoan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 1:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such third Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $100,000 (and multiples of $50,000 in excess thereof). Any such election must be made by the Administrative Borrower by (A) 12:00 p.m. on the Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 2:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanRevolving Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default (o the r than any Specified Default) has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4, if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $5,000,000. Any such election must be made by the Administrative Borrower by 2:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by electronic transmissionElectronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no Loan shall be made, converted into or continued as a LIBOR Rate Loan if an Event of Default has occurred and is continuing and the Administrative Agent or Required Lenders have determined not to make or continue any Loan as LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative Agent will promptly notify each Lender thereof. In addition, Administrative Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided provided, that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (a) The Borrowers Borrower shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swingline Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 11.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any such election must be made by the Administrative Borrower by 10:00 a.m. (ADenver, Colorado time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 10:00 a.m. (Denver, Colorado time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower must make such election by notice to Administrative Agent in writing, including by approved electronic transmission. In the case of any conversion transmission or continuationovernight courier (or by telephone, to be confirmed in writing on such election must be made day) pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G or in a writing in any other form acceptable to Administrative Agent. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or Required Majority Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Administrative Borrower and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers Borrower of any liability hereunder or provide the basis for any claim against Administrative the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than seven (ii7) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.

Conversion and Continuation Elections. (ai) The Borrowers US Borrower shall have the option to (iw) request that any US Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (iix) convert at any time all or any part of any outstanding US Loans of the same Class (other than US Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iiiy) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (ivz) continue all or any portion of any US Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any US Loan or group of US Loans of the same Class having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and in integral multiples of $100,000 thereafter. Any such election must be made by the Administrative US Borrower by 10:00 a.m. (ACentral time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) US Loan which is to bear interest at the end of each Interest Period with respect to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any Adjusted LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on plus the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate LoanApplicable Margin, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish US Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Administrative US Borrower in such election. If no election is received with respect to any a LIBOR Rate Loan by 10:00 a.m. (Central time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative US Borrower must make such election by notice to Administrative US Agent in writing, including by electronic transmissionElectronic Transmission (or by telephone, to be confirmed in writing or Electronic Transmission on such day). In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G 1.6 or in a writing in any other form reasonably acceptable to Administrative the Appropriate Agent. Notwithstanding anything to the contrary, no No US Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and Required US Lenders have provided notice to the Administrative Agent US Borrower (directly or by or through the US Agent) indicating that the Required US Lenders have determined not to make or continue any US Loan as a LIBOR Rate Loan as a result thereof. (bii) Upon receipt of a Notice of Conversion/Continuation, Administrative US Agent will promptly notify each US Lender thereofthereof to the extent such US Lender holds any US Loans covered by such Notice of Conversion/Continuation. In addition, Administrative US Agent will, with reasonable promptness, notify the Administrative US Borrower and the applicable US Lenders of each determination of the Adjusted LIBOR Rate; provided that any failure to do so shall not relieve the Borrowers US Borrower of any liability hereunder or provide the basis for any claim against Administrative US Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the applicable US Loans held by each US Lender with respect to which the notice was given. (ciii) Notwithstanding any other provision contained in this Loan Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than (x) five (5) different Interest Periods in effect at any one time with respect to the US Revolving Loans and (y) five (5) different Interest Periods in effect at any one time with respect to the US Term Loans. (i) The Canadian Borrower shall have the option to (w) request that any CDN $ Denominated Canadian Loan be made as a CDOR Rate Loan and any Dollar Denominated Canadian Loan be made as a LIBOR Rate Loan, (x) convert at any time all timesor any part of outstanding CDN $ Denominated Canadian Loans (other than Canadian Swing Loans) from Canadian Prime Rate Loans to CDOR Rate Loans and any Dollar Denominated Canadian Loans (other than Canadian Swing Loans) from Base Rate Loans to LIBOR Rate Loans, (y) convert any CDOR Rate Loan to a Canadian Prime Rate Loan and any LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 if such conversion is made prior to the expiration of the CDOR Period or Interest Period applicable thereto, or (z) continue all outstanding or any portion of any CDN $ Denominated Canadian Loan as a CDOR Rate Loan upon the expiration of the applicable CDOR Period and any Dollar Denominated Canadian Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Canadian Loan or group of Canadian Loans shall having the same proposed CDOR Period or Interest Period, as applicable, to be either Base made or continued as, or converted into, a CDOR Rate Loan or LIBOR Rate Loan, as applicable, must, in each instance, be in a minimum amount of CDN $1,000,000 and in integral multiples of CDN $100,000 thereafter for CDN $ Denominated Canadian Loans and $1,000,000 and in integral multiples of $100,000 thereafter for Dollar Denominated Canadian Loans. Any such election must be made by the Canadian Borrower by 10:00 a.m. (Central time) on the 3rd Business Day prior to (1) the date of any proposed Canadian Revolving Loan which is to bear interest at the CDOR Rate or the Adjusted LIBOR Rate, (2) the end of each CDOR Period or Interest Period with respect to any CDOR Rate Loans or LIBOR Rate Loans, as applicable, to be continued as such, or (3) the date on which the Canadian Borrower wishes to convert any Canadian Prime Rate Loans (and (i) no to a CDOR Rate Loan for an CDOR Period designated by the Canadian Borrower in such election or any Base Rate Loans to a LIBOR Rate Loan for an Interest Period designated by the Canadian Borrower in such election. If no election is received with respect to a CDOR Rate Loan or LIBOR Rate Loan by 10:00 a.m. (Central time) on the 3rd Business Day prior to the end of the respective CDOR Period or Interest Period, as applicable, that CDOR Rate Loan or LIBOR Rate Loan shall be permitted if converted to a Canadian Prime Rate Loan or Base Rate Loan, as applicable, at the end of its CDOR Period or Interest Period, as applicable. The Canadian Borrower must make such election by notice to Canadian Agent in writing, including by Electronic Transmission. In the case of any other Loans are conversion or continuation, such election must be made pursuant to a Notice of Conversion/Continuation. No Canadian Loan shall be made, converted into or continued as a CDOR Rate Loan with an CDOR Period or a LIBOR Rate LoansLoan with an Interest Period, in either case, longer than one month, if a Specified Event of Default has occurred and is continuing and Required Canadian Lenders have provided notice to the Canadian Borrower (directly or by or through the Canadian Agent) indicating that the Required Canadian Lenders have determined not to make or continue any Loan as a CDOR Rate Loan or a LIBOR Rate Loan, as applicable, as a result thereof. (ii) no Upon receipt of a Notice of Conversion/Continuation, Canadian Agent will promptly notify each Canadian Lender thereof. In addition, Canadian Agent will, with reasonable promptness, notify the Canadian Borrower and the Canadian Lenders of each determination of the CDOR Rate or the Adjusted LIBOR Rate Loans Rate, as applicable; provided that any failure to do so shall not relieve the Canadian Borrower of any liability hereunder or provide the basis for any claim against Canadian Agent. All conversions and continuations shall be permitted if made pro rata according to the respective outstanding principal amounts of the Canadian Revolving Loans held by each Canadian Lender with respect to which the notice was given. (iii) Notwithstanding any other Loans are Base Rate provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans), there shall not be more than five (5) different CDOR Periods or Interest Periods, in aggregate, in effect at any one time with respect to the Canadian Revolving Loans.

Conversion and Continuation Elections. (a) The Borrowers shall have the option to (i) request that any Revolving Loan be funded made as a LIBOR Rate Loan or a Base Rate Loan, (ii) convert at any time all or any part of any outstanding Loans (other than Swing Loans) from a Base Rate Loan Loans to a LIBOR Rate LoanLoans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Sections 12.26(d) and (e) Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan or Base Rate Loan, as applicable, upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess of such amount. Any such election must be made by the Administrative Borrower Representative by 2:00 p.m. (ANew York time) 12:00 p.m. on the 3rd Business Day prior to (1) the date of any proposed funding of a Base Rate Loan, (2) the end of each Interest Period with respect Revolving Loan which is to any Base Rate Loan to be continued as such, or (3) the date on which the Borrowers wish to convert any LIBOR Rate Loan to a Base Rate Loan, and (B) 12:00 p.m. on the third Business Day prior to (1) the date of any proposed funding of a LIBOR Rate Loanbear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loan Loans to be continued as such, or (3) the date on which the Borrowers wish to convert any Base Rate Loan to a LIBOR Rate Loan for an a Interest Period designated by the Administrative Borrower Representative in such election. If no election is received with respect to any a LIBOR Rate Loan by 2:00 p.m. (New York time) on the time specified in the preceding sentence, (x) any Base Rate Loan shall be continued as such 3rd Business Day prior to the end of its the Interest Period and (y) any with respect thereto, that LIBOR Rate Loan shall be continued as such converted to a Base Rate Loan at the end of its Interest Period. The Administrative Borrower Representative must make such election by notice to Administrative the Agent in writing, including by electronic transmissionfax or overnight courier (or by telephone, to be confirmed in writing on such day) or Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit G or in a writing in any other form acceptable to Administrative Agent1.6. Notwithstanding anything to the contrary, no No Loan shall be made, converted into or continued as a LIBOR Rate Loan Loan, if an Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof. No Loan may be made as or converted into a LIBOR Rate Loan until 15 days after the Closing Date. (b) Upon receipt of a Notice of Conversion/Continuation, Administrative the Agent will promptly notify each Lender thereof. In addition, Administrative the Agent will, with reasonable promptness, notify the Administrative Borrower Representative and the Lenders of each determination of the LIBOR RateLIBOR; provided that any failure to do so shall not relieve the Borrowers any Borrower of any liability hereunder or provide the basis for any claim against Administrative the Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given. (c) Notwithstanding any other provision contained in this Loan Agreement, at all timesafter giving effect to any Borrowing, all outstanding Loans shall be either Base Rate Loans or LIBOR Rate Loans (and (i) no Base Rate Loans shall be permitted if to any other Loans are LIBOR Rate continuation or conversion of any Loans, and there shall not be more than ten (ii10) no LIBOR Rate Loans shall be permitted if any other Loans are Base Rate Loans)different Interest Periods in effect.