This Agreement shall enter into force and effect as set forth in [Section 2.3.1] and, subject to [Section 21], shall continue in force and effect until the twentieth (20th) anniversary of the Full ACQ Date (“Initial Term”), unless extended for the following elections (in the following order of priority):

3.2Effect of Elections/Changes to Elections.

In the absence of an effective election to the contrary, the Executive’s Benefit will be paid in a single lump sum on the first day of the 7th month following his or her Termination Date (as defined in Section 5.2(c)). Notwithstanding the foregoing, effective for amounts credited to an Executive’s Account on or after August 6, 2020, the Executive’s Benefit will in all events be paid in a single lump sum on the first day of the 7th month following his or her Termination Date (as defined in Section 5.2(c)).

[Section 83(b)] Elections. A Participant may make an election under Section 83(b) of the Code (the “[Section 83(b)] Election”) with respect to Restricted Shares. If a Participant who has received Restricted Share Units provides the Committee with written notice of his or her intention to make a [Section 83(b)] Election with respect to the Shares subject to such Restricted Share Units, the Committee may in its discretion convert the Participant’s Restricted Share Units into Restricted Shares, on a one-for-one basis, in full satisfaction of the Participant’s Restricted Share Unit Award. The Participant may then make a [Section 83(b)] Election with respect to those Restricted Shares. Shares with respect to which a Participant makes a [Section 83(b)] Election shall not be eligible for deferral pursuant to Section 9.

Duration of Deferral Elections. Each Deferral Election shall continue in effect for the Year with respect to which the Deferral Election was made (in accordance with Section 2.2) unless otherwise terminated in accordance with Article V or by the applicable Director by delivery of a written notice to the Administrator prior to the date on which the Deferral Election becomes irrevocable.

Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to make Additional Term Loans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Additional Term Loans and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Additional Term Loans.

Elections to Defer Compensation. An Eligible Employee shall be entitled to defer Compensation and/or Performance Share Awards (if so permitted by the Company) in accordance with and subject to the conditions of this [Article III], by filing with the Committee a deferral election in such form and manner and at such time permitted under this [Article III] as the Committee shall prescribe. The election forms and accompanying explanatory materials prescribed by the Committee for describing the time within which such elections may be made shall be treated as part of the Plan.

Lender Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not earlier than 30 days prior to the applicable anniversary of the Closing Date and not later than the date (the “Notice Date”) that is 20 days prior to the applicable anniversary of the Closing Date, advise the Administrative Agent whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Maturity Date, a “Non‑Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall

4.1Timing for Deferral Elections. For purposes of this Section, the term “Deferral Election” shall refer to Annual Bonus Deferral Elections and Excess 401k Contributions Deferral Elections, collectively.

Without limiting the foregoing, we hereby unconditionally authorize any one of the above-designated persons to execute and submit requests for advances of proceeds of the Loans (including the Initial Advance) and notices of Elections, Conversions and Continuations to you under the Loan Agreement with the identical force and effect in all respects as if executed and submitted by us.