Borrowing, Conversions, Continuations. The Borrower may request that the Term Loan be # made as or converted to Base Rate Loans by irrevocable notice in the form separately provided by the Lender to the Borrower and to be received by the Lender at the address specified in such notice not later than ​ on the Business Day of the borrowing or conversion, or # made or continued as, or converted to, Eurodollar Rate Loans by irrevocable notice in the form separately provided by the Lender to the Borrower and to be received by the Lender at the address specified in such notice not later than ​ three Business Days prior to the Business Day of the borrowing, continuation or conversion. If the Borrower fails to give a notice of conversion or continuation prior to the end of any Interest Period in respect of any Eurodollar Rate Loan, the Borrower shall be deemed to have requested that such Term Loan be converted to a Base Rate Loan on the last day of the applicable Interest Period. If the Borrower requests that a Term Loan be continued as or converted to a Eurodollar Rate Loan, but fails to specify an Interest Period with respect thereto, the Borrower shall be deemed to have selected an Interest Period of one month. Notices pursuant to this Paragraph 1(b) may be given by telephone if promptly confirmed in writing.

Continuations and Conversions. Except as otherwise provided herein, a Term SOFR Portion may be continued or converted only on the last day of an Interest Period for such Term SOFR Portion. During the existence of a Default, # no Loans may be requested as, converted to or continued as Term SOFR Portions without the consent of the Required Lenders and # unless repaid, each Term SOFR Portion shall be converted to a Base Rate Portion at the end of the Interest Period applicable thereto.

Subject to the penultimate sentence of this [clause (a)], (i) the Borrower shall have the option on any Business Day to convert all or a portion equal to at least ​ (and multiples of ​ in excess thereof) of the outstanding principal amount of Senior Interim Loans of one Type into a Borrowing or Borrowings of another Type and # the Borrower shall have the option on any Business Day to continue the outstanding principal amount of any LIBOR Loans as LIBOR Loans for an additional Interest Period; provided that # no partial conversion of LIBOR Loans shall reduce the outstanding principal amount of LIBOR Loans made pursuant to a single Borrowing to less than the ​, # ABR Loans may not be converted into LIBOR Loans if an Event of Default is in existence on the date of the conversion and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversion, # LIBOR Loans may not be continued as LIBOR Loans for an additional Interest Period if an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuation, and # Borrowings resulting from conversions pursuant to this [Section 2.6] shall be limited in number as provided in [Section 2.2]. Each such conversion or continuation shall be effected by the Borrower by giving the Administrative Agent at the Administrative Agent’s Office prior to ​ (New York City time) at least # three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing), in the case of a continuation of LIBOR Loans or # one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), in the case of a conversion into ABR Loans (each, a “Notice of Conversion or Continuation”) specifying the Senior Interim Loans to be so converted or continued, the Type of Senior Interim Loans to be converted into or continued and, if such Senior Interim Loans are to be converted into or continued as LIBOR Loans, the Interest Period to be initially applicable thereto (if no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration). The Administrative Agent shall give each applicable Lender notice as promptly as practicable of any such proposed conversion or continuation affecting any of its Senior Interim Loans.

2 Note to Borrower. For multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each borrowing/conversion and/or continuation.

Section #02Revolving Borrowings; Conversions and Continuations of Revolving Loans.

Section # Borrowings, Conversions and Continuations of Revolving Loans 102100

#Except as set forth below in [clause (2)] below with respect to Revolving Credit Loans that are EURIBO Rate Loans, RFR Loans and New Term Loans, in each case denominated in a currency other than Dollars, each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon any Borrower’s irrevocable notice to the Administrative Agent; provided that such notice may state that such notice is conditioned upon the receipt of proceeds of any refinancing facilities, the effectiveness of other credit facilities or the consummation of an acquisition or sale, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied. Each such notice must be received by the Administrative Agent not later than # ​ on the second Business Day prior to the date of the proposed Loans in the case of Term SOFR Loans or # ​ on the same Business Day of the proposed Loans in the case of Base Rate Loans. The applicable Borrower shall deliver such notice to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of ​ or a whole multiple of ​ in excess thereof. Except as provided in [Section 2.03(c)], each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of ​ or a whole multiple of ​ in excess thereof. Each Committed Loan Notice shall specify # whether such Borrower is requesting a Borrowing of Term Loans, a Revolving Credit Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Loans to be borrowed, converted or continued and location of the account to which funds are to be disbursed, # the Type of Loans to be borrowed or to which existing Tranche are to be converted, # if such Borrowing is a Revolving Credit Borrowing, whether such Borrowing is in Dollars, Yen, Pounds Sterling or Euro and # if applicable, the duration of the Interest Period with respect thereto. If such Borrower fails to specify a Type of Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then Loans (other than Loans denominated in an Alternative Currency) shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If such Borrower fails to specify an Interest Period with respect to a Term SOFR Loan, it will be deemed to have specified an Interest Period of one month.

Interest Periods. After giving effect to the Term Borrowing, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than five (5) Interest Periods in effect in respect of the Revolving Facility.

Continuations. The ​ may, on any Business Day, upon notice given to the Administrative Agent not later than ​ (New York City time) on the third Business Day prior to the date of the proposed Continuation and subject to the provisions of [[Sections 2.09 and 2.12]2]]2], Continue all or any portion of the outstanding Eurodollar Rate Loans comprising part of the same Borrowing for one or more Interest Periods; provided that # Eurodollar Rate Loans so Continued and having the same Interest Period shall be in an amount not less than the minimum amount specified in [[Section 2.10(c) and (ii)])]])] in the case of any such Continuation on a day other than the last day of an Interest Period therefor, the ​ shall reimburse the Lenders in respect thereof pursuant to [Section 8.04(c)]. Each such notice of a Continuation shall, within the restrictions specified above, specify # the date of such Continuation, # the Eurodollar Rate Loans to be Continued and # the duration of the initial Interest Period (or Interest Periods) for the Eurodollar Rate Loans subject to such Continuation. Each notice of Continuation shall be irrevocable and binding on the ​.

Each Borrowing (other than conversions and continuations of Loans that do not result in an increase in the Revolving Credit Exposure) and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in the preceding sentence.