Common use of Conversion or Continuation of Revolving Loans Clause in Contracts

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Loans or (10) at the end of any applicable Interest Period, to Convert SOFR Loans or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million or an integral multiple of $1 million in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (a) in the case of a Continuation or Conversion into SOFR Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ prior written notice, and (C) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (i) the amount and Type of Revolving Loan being Converted or Continued, (ii) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Loans, the applicable Interest Period and (iii) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (i) a Default or an Event of Default shall have occurred and be continuing or (11) the Continuation of a SOFR Loan or a EURIBOR Loan, or Conversion into, a SOFR Loan would violate any provision of Section 2.07, 3.03 or 3.04. If, within the time period required under the terms of this Section 2.12, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Loans or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Loans or any portion thereof for an additional Interest Period; provided, provided however, that the aggregate amount of the SOFR Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million 5,000,000 or an integral multiple of $1 million 1,000,000 in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (ax) in the case of a Continuation or Conversion into SOFR Loans, at least three U.S U.S. Government Securities Business Days’ prior written notice, (By) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ prior written notice, and (Cz) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (iA) the amount and Type of Revolving Loan being Converted or Continued, (iiB) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Loans, the applicable Interest Period and (iiiC) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (iA) a Default FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 53 or an Event of Default shall have occurred and be continuing or (11B) the Continuation of a SOFR Loan or a EURIBOR Loan, or Conversion into, a SOFR Loan would violate any provision of Section 2.072.09, 3.03 3.05 or 3.043.06. If, within the time period required under the terms of this Section 2.122.14, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Loans with an interest period of one (1) month (or if consented to by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) Subject to this Section 2.4(b) and Sections 2.4(c) and 2.14, the Borrower shall have the option (A) at any time on time, to convert all or any Business Day to Convert part of its outstanding Base Rate Loans or any portion thereof to SOFR Loans or (10) at the end of any applicable Interest Period, to Convert SOFR Loans or any portion thereof into Base Euro-Dollar Rate Loans or to Continue SOFR Loans or EURIBOR Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million or an integral multiple of $1 million in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (a) in the case of a Continuation or Conversion into SOFR Loans, at least three U.S Government Securities Business Days’ prior written notice, and (B) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ prior written notice, and (C) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (i) the amount and Type of Revolving Loan being Converted or Continued, (ii) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Loans, the applicable Interest Period and (iii) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Loans, shall also be on the last day of the Interest Period applicable Interest Period). thereto, to (b1) The Administrative Agent shall promptly notify each Lender convert all or any part of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base outstanding Euro-Dollar Rate Loans to SOFR Base Rate Loans, and no Continuation in whole or in (2) to continue all or any part of SOFR its Euro-Dollar Rate Loans as Loans of the same Type; provided that, in the case of clause (A) or EURIBOR Loans upon the expiration (B) (2), there does not exist a Default or an Event of any applicable Interest Period, shall be permitted Default at any time at which (i) such time. If a Default or an Event of Default shall have occurred and be continuing or (11) the Continuation of a SOFR Loan or a EURIBOR Loan, or Conversion into, a SOFR Loan would violate any provision of Section 2.07, 3.03 or 3.04. If, within the time period required under the terms of this Section 2.12, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Loans for an additional Interest Period or to Convert any such Revolving Loans, then, exist upon the expiration of the Interest Period applicable Interest Periodto any Euro-Dollar Rate Loan, such Revolving Loans, if denominated in Dollars, Euro-Dollar Rate Loan automatically shall be automatically Converted to converted into a Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocableLoan. (cii) Notwithstanding If the foregoingBorrower elects to convert or continue a Revolving Loan under this Section 2.4(b), it shall provide telephonic notice to the Agent (which shall promptly notify the Lenders) followed promptly by a written Notice of Conversion/Continuation substantially in the form of Exhibit 2.4(b)(ii), duly completed and executed by a Responsible Officer (a “Notice of Continuation/Conversion”) (A) not later than 10:00 a.m. at least three Euro-Dollar Business Days before the proposed conversion or continuation date, if the Borrower proposes to convert into, or to continue, a Euro-Dollar Rate Loan, and (B) otherwise not later than 10:00 a.m. on the Business Day next preceding the proposed conversion or continuation date. (iii) No Lender Party shall incur any liability to the Borrower or any other Lender Party in acting upon any telephonic notice that such Lender Party believes to have been given by a Responsible Officer or for otherwise acting in good faith under this Section 2.4(b) in converting or continuing any Loan (or a part thereof) pursuant to any telephonic notice. (iv) Any Notice of Conversion/Continuation (or telephonic notice) shall be irrevocable and the occurrence and during Borrower shall be bound to convert or continue in accordance therewith. If any request for the continuance conversion or continuation of any Event of Defaulta Loan is not made in accordance with this Section 2.4(b), each SOFR or if no notice is so given with respect to a Euro-Dollar Rate Loan and each EURIBOR as to which the Interest Period expires, then such Euro-Dollar Rate Loan shall, upon automatically shall be converted into a Base Rate Loan. (v) Bid Loans may not be continued or converted but instead must be repaid in full at the expiration end of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Eurocurrency Rate Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Eurocurrency Rate Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million 5,000,000 or an integral multiple of $1 million 1,000,000 in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (ax) in the case of a Continuation or Conversion into SOFR Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ prior written notice, and (C) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (i) the amount and Type of Revolving Loan being Converted or Continued, (ii) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Loans, the applicable Interest Period and (iii) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Loans, shall also be the last day of the applicable Interest Period).the (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Eurocurrency Rate Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (iA) a Default or an Event of Default shall have occurred and be continuing or (11B) the Continuation of a SOFR Loan or a EURIBOR Loanof, or Conversion into, a SOFR Eurocurrency Rate Loan would violate any provision of Section 2.072.09, 3.03 3.05 or 3.043.06. If, within the time period required under the terms of this Section 2.122.14, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Eurocurrency Rate Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Eurocurrency Rate Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Eurocurrency Rate Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. The Borrower shall have the right to Convert Revolving Loans of one type into Revolving Loans of another type or to Continue Eurodollar Rate Loans, at any time or from time to time, PROVIDED that: (a) Each the Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans shall give the Agent a Notice of Continuation or any portion thereof to SOFR Loans or (10) at the end of any applicable Interest Period, to Convert SOFR Loans or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be Conversion in the amount of at least $5 million or an integral multiple of $1 million in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 EXHIBIT B-2, as applicable, prior to 11:00 a.m. (Form of Notice of Conversion or ContinuationCalifornia time) (a “Notice of Conversion or Continuation”) and shall be made by giving on the Administrative Agent (a) in the case of a Continuation or Conversion into SOFR Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, date at least three (3) Business Days’ Days prior written notice, and (C) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (i) the amount and Type of Revolving Loan being Converted or Continued, (ii) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Loans, the applicable Interest Period and (iii) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Loans, shall also be the last day of the applicable Interest Period). Period of any Revolving Loan to be Converted into or Continued as a Eurodollar Rate Loan; (b) The Administrative Agent shall promptly notify Eurodollar Rate Loans may be Converted or Continued only on the last day of an Interest Period for such Revolving Loans; (c) each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion a Eurodollar Rate Loan shall be in whole an amount at least equal to $250,000 or in part of Base Rate Loans to SOFR Loans, and any greater amount which is an integral multiple thereof; (d) no Continuation in whole or in part of SOFR Loans or EURIBOR Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (i) a Default or an Event of Default shall have occurred and be continuing at the time of any Conversion to a Eurodollar Rate Loan or (11) the Continuation of any such Eurodollar Rate Loan into a SOFR subsequent Interest Period; (e) accrued interest on the Revolving Loan (or portion thereof) being Converted or Continued shall be paid by the Borrower at the time of Continuation or Conversion; and (f) each request for a EURIBOR Loan, Continuation as or Conversion into, to a SOFR Eurodollar Rate Loan would violate any provision of Section 2.07, 3.03 or 3.04. If, within the time period required under the terms of this Section 2.12, the Administrative Agent does not receive which fails to state an applicable Interest Period shall be deemed to be a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Loans request for an additional Interest Period or of one (1) month. Notwithstanding anything to Convert any such Revolving Loansthe contrary herein contained, thenif, upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, the applicable Interest PeriodBorrower shall fail to give a Notice of Continuation or Conversion as set forth in this Section 2.6, such Revolving Loans, if denominated in Dollars, the Borrower shall be automatically Converted deemed to Base have given a Notice of Continuation of such Eurodollar Rate Loans Loan in principal amount equal to the outstanding principal amount of such Eurodollar Rate Loan and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Loans with having an interest period Interest Period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocablemonth. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Eurocurrency Rate Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Eurocurrency Rate Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million 5,000,000 or an integral multiple of $1 million 1,000,000 in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 B-3 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (ax) in the case of a Continuation or Conversion into SOFR Eurocurrency Rate Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ prior written notice, and (Cy) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (iA) the amount and Type of Revolving Loan being Converted or Continued, (iiB) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Eurocurrency Rate Loans, the applicable Interest Period and (iiiC) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Eurocurrency Rate Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (iA) a Default or an Event of Default shall have occurred and be continuing or (11B) the Continuation of a SOFR Loan or a EURIBOR Loanof, or Conversion into, a SOFR Eurocurrency Rate Loan would violate any provision of Section 2.07Sections 2.09, 3.03 3.05 or 3.043.06. If, within the time period required under the terms of this Section 2.122.14, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Eurocurrency Rate Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Eurocurrency Rate Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Eurocurrency Rate Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Eurocurrency Rate Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million 5,000,000 or an integral multiple of $1 million 1,000,000 in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s 's pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (ax) in the case of a Continuation or Conversion into SOFR Eurocurrency Rate Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ ' prior written notice, and (Cy) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s 's prior written notice, in each case, specifying (iA) the amount and Type of Revolving Loan being Converted or Continued, (iiB) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Eurocurrency Rate Loans, the applicable Interest Period and (iiiC) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Eurocurrency Rate Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (iA) a Default or an Event of Default shall have occurred and be continuing or (11B) the Continuation of a SOFR Loan or a EURIBOR Loanof, or Conversion into, a SOFR Eurocurrency Rate Loan would violate any provision of Section 2.072.09, 3.03 3.05 or 3.043.06. If, within the time period required under the terms of this Section 2.122.14, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Eurocurrency Rate Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Eurocurrency Rate Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. The Borrower shall have the right to Convert Revolving Loans of one type into Revolving Loans of another type or to Continue Eurodollar Rate Loans, at any time or from time to time, PROVIDED that: (a) Each the Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans shall give the Bank a Notice of Continuation or any portion thereof to SOFR Loans or (10) at the end of any applicable Interest Period, to Convert SOFR Loans or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be Conversion in the amount of at least $5 million or an integral multiple of $1 million in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 EXHIBIT B-2, as applicable, prior to 11:00 a.m. (Form of Notice of Conversion or ContinuationCalifornia time) (a “Notice of Conversion or Continuation”) and shall be made by giving on the Administrative Agent (a) in the case of a Continuation or Conversion into SOFR Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, date at least three (3) Business Days’ Days prior written notice, and (C) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (i) the amount and Type of Revolving Loan being Converted or Continued, (ii) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Loans, the applicable Interest Period and (iii) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Loans, shall also be the last day of the applicable Interest Period). Period of any Revolving Loan to be Converted into or Continued as a Eurodollar Rate Loan; (b) The Administrative Agent shall promptly notify Eurodollar Rate Loans may be Converted or Continued only on the last day of an Interest Period for such Revolving Loans; (c) each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion a Eurodollar Rate Loan shall be in whole an amount at least equal to $250,000 or in part of Base Rate Loans to SOFR Loans, and any greater amount which is an integral multiple thereof; (d) no Continuation in whole or in part of SOFR Loans or EURIBOR Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (i) a Default or an Event of Default shall have occurred and be continuing at the time of any Conversion to a Eurodollar Rate Loan or (11) the Continuation of any such Eurodollar Rate Loan into a SOFR subsequent Interest Period; (e) accrued interest on the Revolving Loan (or portion thereof) being Converted or Continued shall be paid by the Borrower at the time of Continuation or Conversion; and (f) each request for a EURIBOR Loan, Continuation as or Conversion into, to a SOFR Eurodollar Rate Loan would violate any provision of Section 2.07, 3.03 or 3.04. If, within the time period required under the terms of this Section 2.12, the Administrative Agent does not receive which fails to state an applicable Interest Period shall be deemed to be a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Loans request for an additional Interest Period or of one (1) month. Notwithstanding anything to Convert any such Revolving Loansthe contrary herein contained, thenif, upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, the applicable Interest PeriodBorrower shall fail to give a Notice of Continuation or Conversion as set forth in this Section 2.6, such Revolving Loans, if denominated in Dollars, the Borrower shall be automatically Converted deemed to Base have given a Notice of Continuation of such Eurodollar Rate Loans Loan in principal amount equal to the outstanding principal amount of such Eurodollar Rate Loan and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Loans with having an interest period Interest Period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocablemonth. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Eurocurrency Rate Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Eurocurrency Rate Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million or an integral multiple of $1 million in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (aA) in the case of a Continuation or Conversion into SOFR Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Eurocurrency Rate Loans, at least three (3) Business Days’ prior written notice, and (CB) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (i1) the amount and Type of Revolving Loan being Converted or Continued, (ii2) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Eurocurrency Rate Loans, the applicable Interest Period and (iii3) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Eurocurrency Rate Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (i) a Default or an Event of Default shall have occurred and be continuing or (11ii) the Continuation of a SOFR Loan or a EURIBOR Loanof, or Conversion into, a SOFR Eurocurrency Rate Loan would violate any provision of Section 2.07, 3.03 or 3.04. If, within the time period required under the terms of this Section 2.12, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Eurocurrency Rate Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Eurocurrency Rate Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Eurocurrency Rate Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Eurocurrency Rate Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, provided however, that the aggregate amount of the SOFR Eurocurrency Rate Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million 5,000,000 or an integral multiple of $1 million 1,000,000 in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (ax) in the case of a Continuation or Conversion into SOFR Eurocurrency Rate Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ prior written notice, and (Cy) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (iA) the amount and Type of Revolving Loan being Converted or Continued, (iiB) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Eurocurrency Rate Loans, the applicable Interest Period and (iiiC) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Loans, shall also be the last day of the applicable Interest Period).a (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Eurocurrency Rate Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (iA) a Default or an Event of Default shall have occurred and be continuing or (11B) the Continuation of a SOFR Loan or a EURIBOR Loanof, or Conversion into, a SOFR Eurocurrency Rate Loan would violate any provision of Section 2.072.09, 3.03 3.05 or 3.043.06. If, within the time period required under the terms of this Section 2.122.14, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Eurocurrency Rate Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Eurocurrency Rate Loans with an interest period of one (1) month (or if consented to by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Eurocurrency Rate Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Eurocurrency Rate Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Eurocurrency Rate Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million or an integral multiple of $1 million in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (aA) in the case of a Continuation or Conversion into SOFR Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Eurocurrency Rate Loans, at least three (3) Business Days’ prior written notice, and (CB) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (i1) the amount and Type of Revolving Loan being Converted or Continued, (ii2) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Eurocurrency Rate Loans, the applicable Interest Period and (iii3) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (i) a Default or an Event of Default shall have occurred and be continuing or (11) the Continuation of a SOFR Loan or a EURIBOR Loan, or Conversion into, a SOFR Loan would violate any provision of Section 2.07, 3.03 or 3.04. If, within the time period required under the terms of this Section 2.12, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable.60 - (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Eurocurrency Rate Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Eurocurrency Rate Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, provided however, that the aggregate amount of the SOFR Eurocurrency Rate Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million 5,000,000 or an integral multiple of $1 million 1,000,000 in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (ax) in the case of a Continuation or Conversion into SOFR Eurocurrency Rate Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ prior written notice, and (Cy) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (iA) the amount and Type of Revolving Loan being Converted or Continued, (iiB) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Eurocurrency Rate Loans, the applicable Interest Period and (iiiC) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (i) a Default or an Event of Default shall have occurred and be continuing or (11) the Continuation of a SOFR Loan or a EURIBOR Loan, or Conversion into, a SOFR Loan would violate any provision of Section 2.07, 3.03 or 3.04. If, within the time period required under the terms of this Section 2.12, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.47

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Eurocurrency Rate Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Eurocurrency Rate Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million 5,000,000 or an integral multiple of $1 million 1,000,000 in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (ax) in the AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION case of a Continuation or Conversion into SOFR Eurocurrency Rate Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ prior written notice, and (Cy) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (iA) the amount and Type of Revolving Loan being Converted or Continued, (iiB) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Eurocurrency Rate Loans, the applicable Interest Period and (iiiC) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Eurocurrency Rate Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (iA) a Default or an Event of Default shall have occurred and be continuing or (11B) the Continuation of a SOFR Loan or a EURIBOR Loanof, or Conversion into, a SOFR Eurocurrency Rate Loan would violate any provision of Section 2.072.09, 3.03 3.05 or 3.043.06. If, within the time period required under the terms of this Section 2.122.14, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Eurocurrency Rate Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Eurocurrency Rate Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Eurocurrency Rate Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan.

Conversion or Continuation of Revolving Loans. (a) Each Borrower may elect (i) at any time on any Business Day to Convert Base Rate Loans or any portion thereof to SOFR Loans or (10ii) at the end of any applicable Interest Period, to Convert SOFR Loans or any portion thereof into Base Rate Loans or to Continue SOFR Loans or EURIBOR Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the SOFR Loans Converted or SOFR Loans or EURIBOR Loans Continued for each Interest Period must be in the amount of at least $5 million or an integral multiple of $1 million in excess thereof. Each Conversion or Continuation shall be allocated among the Revolving Loans of each Lender in accordance with such Lender’s pro rata share. Subject to clause (b) below, each such election shall be in substantially the form of Exhibit B-2 (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent (aA) in the case of a Continuation or Conversion into SOFR Loans, at least three U.S Government Securities Business Days’ prior written notice, (B) in the case of a Continuation of EURIBOR Loans, at least three (3) Business Days’ prior written notice, and (C) in the case of a Conversion into Base Rate Loans, at least one (1) Business Day’s prior written notice, in each case, specifying (i1) the amount and Type of Revolving Loan being Converted or Continued, (ii2) in the case of a Conversion to SOFR Loans or a Continuation of SOFR Loans or EURIBOR Loans, the applicable Interest Period and (iii3) in the case of a Conversion, the date of Conversion (which date shall be a Business Day and, if a Conversion from SOFR Loans, shall also be the last day of the applicable Interest Period). (b) The Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, no Conversion in whole or in part of Base Rate Loans to SOFR Loans, and no Continuation in whole or in part of SOFR Loans or EURIBOR Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (i) a Default or an Event of Default shall have occurred and be continuing or (11ii) the Continuation of a SOFR Loan or a EURIBOR Loan, or Conversion into, a SOFR Loan would violate any provision of Section 2.07, 3.03 or 3.04. If, within the time period required under the terms of this Section 2.12, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to Continue any SOFR Loans or EURIBOR Loans for an additional Interest Period or to Convert any such Revolving Loans, then, upon the expiration of the applicable Interest Period, such Revolving Loans, if denominated in Dollars, shall be automatically Converted to Base Rate Loans and such Revolving Loans, if denominated in Euros, shall be automatically Continued as EURIBOR Loans with an interest period of one (1) month (or if consented by all Lenders, seven (7) days). Each Notice of Conversion or Continuation shall be irrevocable. (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, each SOFR Loan and each EURIBOR Loan shall, upon the expiration of the applicable Interest Period, be automatically Converted to a Base Rate Loan. SECTION 2.13.