Section # Conversion/Continuation Option 8586

Exhibit #–Notice of Conversion/Continuation

Borrower shall by telefacsimile, mail, electronic mail (in a format bearing a copy of the signature(s) required thereon), personal service or by telephone (which shall be confirmed by one of the other means of delivery), subject to Section 2.7(a) above, deliver a Request for Conversion/Continuation to Agent # no later than 10 a.m. (Pacific Time), one (1) Business Day prior to the proposed conversion date (in the case of a conversion to a Base Rate Loan), and # no later than 10 a.m. (Pacific Time), three (3) Business Days before (in the case of a conversion to, or a continuation of, a SOFR Loan). A Request for Conversion/Continuation shall specify # the proposed conversion or continuation date (which shall be a Business Day), # the amount and type of the Loan to be converted or continued, and # the nature of the proposed conversion or continuation.

Section # Conversion and Continuation of Loans.

the proposed Conversion Date or continuation date;

29 [Section 2.04]. Conversion and Continuation Elections.

“Conversion/Continuation Notice” is defined in [Section 2.9].

A [conversion] or [continuation] of [Revolving][Term] Loans

To make an election pursuant to this Section, the Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Borrowing that is to be converted or continued, as the case may be, substantially in the form of [Exhibit 2.7] attached hereto (a “Notice of Conversion/Continuation”) # prior to 10:00 a.m. one (1) Business Day prior to the requested date of a conversion into a Base Rate Borrowing and # prior to 11:00 a.m. three (3) Business Days prior to a continuation of or conversion into a Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify # the Borrowing to which such Notice of Conversion/Continuation applies and, if different options are being elected with respect to different portions thereof, the portions thereof that are to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) shall be specified for each resulting Borrowing), # the effective date of the election made pursuant to such Notice of Conversion/Continuation, which shall be a Business Day, # whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar Borrowing, and # if the resulting Borrowing is to be a Eurodollar Borrowing, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/ Continuation requests a Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. The principal amount of any resulting Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section 2.3.

Options. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each Option, including but not limited to: # whether the Option is an “incentive stock option” which meets the requirements of Code Section 422, or a “nonqualified stock option” which does not meet the requirements of Code Section 422; # the grant date, which may not be any day prior to the date that the Administrator approves the grant; # the number of Shares subject to the Option; # the exercise price, which may not be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant; # the terms and conditions of vesting and exercise; and # the term, except that an Option must terminate no later than ten (10) years after the date of grant. In all other respects, the terms of any incentive stock option should comply with the provisions of Code Section 422 except to the extent the Administrator determines otherwise. Except to the extent Administrator determines otherwise, a Participant may exercise an Option in whole or part after the right to exercise the Option has accrued, provided that any partial exercise must be for one hundred (100) Shares or multiples thereof. If an Option that is intended to be an incentive stock option fails to meet the requirements thereof, the Option shall automatically be treated as a nonqualified stock option to the extent of such failure.