Common use of Conversion/Continuation Clause in Contracts

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents no later than 12:00 noon (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Lead Borrower shall have the option: (i) to convert at any time all or any part of any Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a SOFR LIBOR Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBOR Rate Loan unless the Borrower shall Loan Parties pay all amounts due under Section 2.15 2.17 in connection with any such conversion; , or (ii) upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR LIBOR Rate Loan. (b) The Lead Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) at least one two Business Day Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LIBOR Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Lead Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to Section 2.15 another, and so long as no Event each continuation of Default SOFR Loans shall have occurred be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. on the requested date of any conversion of SOFR Loans to Base Rate Loans and then be continuing, not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any SOFR Loans or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall have the option: be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion/Continuation Notice shall specify (i) to convert at any time all or any part whether the Borrower is requesting a conversion of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount Loans from one Type to the other, or a continuation of Loan SOFR Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to another be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loan; providedLoans to which such existing Loans are to be converted, a SOFR Loan may only be converted on if applicable, and (vi) if applicable, the expiration duration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable respect thereto. If with respect to any SOFR LoanLoans, the Borrower fails to continue all give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans in any portion such Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Loanone month. (b) The Borrower shall deliver Following receipt of a Conversion/Continuation Notice to Notice, the Agents no later than 12:00 noon (New York City time) at least one Business Day in advance Administrative Agent shall promptly notify each applicable Lender of its Pro Rata Share of the proposed conversion date (in the case applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to a Base Rate LoanLoans or continuation of Loans described in Section 2.05(a). (c) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice SOFR Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Required Lenders may require by notice to the Borrower shall that no Loans denominated in Dollars may be bound converted to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loancontinued as SOFR Loans.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing2.2.1, the Administrative Borrower shall have the option: may, upon irrevocable written notice to Agent in accordance with clause (b) below, elect (i) as of any Business Day, to convert at any time all Loans (or any part thereof in an aggregate amount of any Loan equal to not less than $5,000,000 and 100,000 or a higher integral multiples multiple of $1,000,000 50,000) into Loans of the other type or (ii) as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in excess an aggregate amount not less than $100,000 or a higher integral multiple of that amount from one Type of Loan to another Type of Loan$50,000) for a new Interest Period; provided, that any conversion of a SOFR LIBOR Loan may only on a day other than the last day of an Interest Period therefor shall be converted subject to Section 3.5. (b) Administrative Borrower shall give written or telephonic notice (followed immediately by written confirmation thereof) to Agent of each proposed conversion or continuation not later than (i) in the case of conversion into Base Rate Loans, noon New York time on the expiration proposed date of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or conversion and (ii) in the case of conversion into or continuation of LIBOR Loans, noon New York time at least three Business Days prior to the proposed date of such conversion or continuation, specifying in each case in the form of a Conversion/Continuation Notice: (i) the proposed date of conversion or continuation; (ii) the aggregate amount of Loans to be converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) in the case of conversion into, or continuation of, LIBOR Loans, the duration of the requested Interest Period therefor. (c) If upon the expiration of any Interest Period applicable to any SOFR LoanLIBOR Loans, Borrowers have failed to continue all or any portion timely select a new Interest Period to be applicable to such LIBOR Loans, Borrowers shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the last day of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR LoanInterest Period. (bd) The Borrower shall deliver a Conversion/Continuation Notice to the Agents no later than 12:00 noon (New York City time) at least one Business Day in advance Agent will promptly notify each applicable Lender of the proposed conversion date (in the case its receipt of a conversion to a Base Rate Loan) and at least three Business Days in advance notice of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on pursuant to this Section 2.2.3 or, if no timely notice is provided by Borrowers, of the details of any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loanautomatic conversion.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of receipt of a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to and the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day matters covered by such Loan shall be a Base Rate LoanConversion/Continuation Notice.

Conversion/Continuation. (a) Subject to Section 2.15 2.14 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount from one Type of Loan to another Type of LoanType; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.14 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) at least one Business Day in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans (or telephonic notice in lieu thereof to be confirmed in writing) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or ConversionAny conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan continuation date shall be a Base Rate LoanBusiness Day.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents no later than 12:00 noon (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 (Making or Maintaining LIBO Rate Loans) and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) Borrower shall have the option to convert at any time all or any part of any Loan Loans, equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 in excess of that amount amount, from one Type of Loan to another Type of Loan; provided, provided that a SOFR LIBO Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBO Rate Loan unless the if Borrower shall pay all amounts due under Section 2.15 (Making or Maintaining LIBO Loans) in connection with any such conversion; or (ii) in the case of LIBO Rate Loans, Borrower shall have the option upon the expiration of any Interest Period applicable to any SOFR LIBO Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR LIBO Rate Loan. (b) The Subject to Section 3.3 (Notices), Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon p.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR LIBO Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBO Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Revolving Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a SOFR Eurocurrency Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurocurrency Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurocurrency Rate Loan; provided that, for the avoidance of doubt, no conversion or continuation of any Loan pursuant to this Section 2.09 shall affect the currency in which such Loan is denominated prior to any such conversion or continuation and each such Loan shall remain outstanding denominated in the currency originally issued. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and ), at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Eurocurrency Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans Eurocurrency Rate Loans, shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing2.14, the Borrower shall have the option: (i) to convert at any time all or any part of any Revolving Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan1,000,000; provided, provided a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.14 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 2:00 p.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). A Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan, if the Requisite Lenders request in writing, that no Default or Event of Default has occurred and is continuing. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on Neither the Administrative Agent nor any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered Lender shall incur any liability to the Agents Borrower in accordance with acting upon any telephonic notice referred to above that the terms hereof specifying Administrative Agent believes in good faith to have been given by an Authorized Officer or other Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this Section 2.7(b), and upon conversion or continuation of the applicable basis for determining the interest rate of interestwith respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a conversion or continuation, then for that day such Loan shall be a Base Rate Loanas the case may be, hereunder.

Conversion/Continuation. (a1) Subject to Section 2.15 Article III hereof, and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Revolving Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 3.04 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount as a SOFR Eurodollar Rate Loan. In the event any Loan shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with their Pro Rata Shares, among the Lenders holding the Loans comprising such Loan, and the Loans comprising each part of such Loan resulting from such conversion or continuation shall be considered a separate Loan. This Section 2.06 shall not apply to Swing Line Loans or Protective Advances, which may not be converted or continued. (b2) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18(b) in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of receipt of a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to and the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day matters covered by such Loan shall be a Base Rate LoanConversion/Continuation Notice.

Conversion/Continuation. (a) Subject to Section 2.15 and so So long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided that a SOFR Term Benchmark Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversionTerm Benchmark Loan; or (ii) upon the expiration of any Interest Period applicable to any SOFR Term Benchmark Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Term Benchmark Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Term Benchmark Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Term Benchmark Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice of Borrowing or Conversion/Continuation Notice has not been delivered to the Agents Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) at least one Business Day in advance on the date of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered . (c) Notwithstanding anything to the Agents contrary in accordance with the terms hereof specifying the applicable basis for determining the rate of interestforegoing, then for that day such no conversion in whole or in part to a Eurodollar Rate Loan shall be permitted at any time at which (i) a Base Default or Event of Default shall have occurred and be continuing or (ii) the continuation of, or conversion into, a Eurodollar Rate LoanLoan would violate any provision of Section 2.17.

Conversion/Continuation. (ai) Subject to Section 2.15 2.9 and so long as no Potential Event of Default or Event of Default shall have occurred and then be continuing, the Borrower each Credit Party shall have the option: (ia) to convert at any time all or any part of any Loan equal to Borrowing of Dollar-Denominated Loans in an aggregate amount of $5,000,000 and or a higher integral multiples multiple of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR provided if any LIBOR Rate Loan may only be is converted on a day other than the expiration last day of the an Interest Period therefor, the applicable to such SOFR Loan unless the Borrower Credit Party shall pay all amounts due under Section 2.15 2.8 in connection with any such conversion; or (iib) upon the expiration of any Interest Period applicable to any SOFR LoanBorrowing LIBOR Rate Loans, to continue all or any portion of such Loan equal to Loans in a minimum amount of $5,000,000 and or a higher integral multiples multiple of $1,000,000 in excess units of that amount the applicable currency as a SOFR LoanLIBOR Rate Loans. (bii) The Borrower applicable Credit Party shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoans) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR LoanLIBOR Rate Loans). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower applicable Credit Party shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing, the . (i) The applicable Borrower shall have the option: (i) option to convert at any time all or any part of any Loan Initial Term Loan, in each case, equal to $5,000,000 and integral multiples of or greater than $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurocurrency Rate Loan may only be converted on the expiration of the Interest Period applicable to thereto unless such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) The applicable Borrower shall have the option upon the expiration of any Interest Period applicable to any SOFR Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of or greater than $1,000,000 in excess of that amount as a SOFR Eurocurrency Rate Loan; provided, that, in each case, no such continuation or conversion shall be made in a different currency than the subject Borrowing. (b) The applicable Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and ), at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan)Eurocurrency Rate Loan in Dollars) and in the case of an election to convert to or continue as a Eurocurrency Rate Loan in Euros, four (4) Business Days before the date of the proposed conversion or continuation. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion toto (solely with respect to Initial Term Loans), or continuation of, any SOFR Eurocurrency Rate Loans shall be irrevocable on and after 9:00 a.m. (New York City time) on the related Interest Rate Determination Date, Date and the such Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate LoanLoan .

Conversion/Continuation. (a) Subject to Section 2.15 and so So long as no Default or Event of Default shall have occurred and then be continuingcontinuing or would result therefrom, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan from one Type of Loan to another Type of Loan at any time in an amount equal to (A) in the case of any conversion to Adjusted LIBOR Rate Loans, $5,000,000 3,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type and (B) in the case of Loan any conversion to another Type Base Rate Loans, $500,000 and integral multiples of Loan$100,000 in excess of that amount; provided, a SOFR provided that an Adjusted LIBOR Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Adjusted LIBOR Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 3.1(c) in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Adjusted LIBOR Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR an Adjusted LIBOR Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) 1:00 p.m. at least one Business Day in advance of the proposed conversion date Conversion/Continuation Date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR an Adjusted LIBOR Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Adjusted LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so So long as no Default or Event of Default shall have occurred and then be continuingcontinuing or would result therefrom, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan from one Type of Loan to another Type of Loan at any time in an amount equal to (A) in the case of any conversion to Adjusted LIBOR Rate Loans, $5,000,000 3,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type and (B) in the case of Loan any conversion to another Type Base Rate Loans, $500,000 and integral multiples of Loan$100,000 in excess of that amount; provided, a SOFR provided that an Adjusted LIBOR Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Adjusted LIBOR Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 3.1(c) in connection with any such conversion; or or (ii) upon the expiration of any Interest Period applicable to any SOFR Adjusted LIBOR Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR an Adjusted LIBOR Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) 1:00 p.m. at least one Business Day in advance of the proposed conversion date Conversion/Continuation Date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR an Adjusted LIBOR Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Adjusted LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan borrowing of Term Loans or Revolving Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Loan Eurodollar Rate Loans may only be converted on the expiration of the Interest Period applicable to such SOFR Loan Eurodollar Rate Loans unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loanborrowing of Eurodollar Rate Loans, to continue all or any portion of such Loan Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR LoanEurodollar Rate Loans. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoans) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LoanEurodollar Rate Loans). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing2.19(b), the Borrower shall have the option: (i) to convert at any time all or any part of any Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 2.19(b) in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon p.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan); provided, that, in the event Borrower fails to deliver a Conversion/Continuation Notice, the Borrower shall automatically be deemed to have delivered a Conversion/Continuation Notice for a conversion to, or continuation as, a SOFR Loan. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the optionoption with respect to Term Loans: (i) to convert at any time all or any part of any Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan that is a Term Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Subject to Section 3.2, Borrower shall deliver a Conversion/Continuation Notice to the Agents Term Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion of a Term Loan to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion of a Term Loan to, or a continuation ofof a Term Loan that is, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Term Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Term Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Term Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) Borrower shall have the option to convert at any time all or any part of any Term Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) Borrower shall have the option upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of each applicable amount as a Eurodollar Rate Loan in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) The U.S. Borrower shall have the option to convert at any time all or any part of any U.S. Term Loan or Revolving Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the applicable Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) The Borrowers shall have the option upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of each applicable amount as a Eurodollar Rate Loan in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The applicable Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City timeLocal Time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan); provided, that, European Term Loans may only be continued as Eurodollar Rate Loans. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion toto (solely with respect to U.S. Term Loans), or continuation of, any SOFR Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and (other than in the case of a conversion of a SOFR Loan to a Base Rate Loan) so long as no Event of Default shall will have occurred and then be continuing, the Borrower shall will have the option: (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 100,000 and integral multiples of $1,000,000 50,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided that a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall will pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 100,000 and integral multiples of $1,000,000 50,000 in excess of that amount as a SOFR Loan. (b) The Borrower shall will deliver a Conversion/Continuation Notice to the Agents Administrative Agent by Electronic Transmission no later than 12:00 noon 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three U.S. Government Securities Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall will be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall will be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.16 (Making or Maintaining SOFR Rate Loans) and so long as no Default or Event of Default shall have occurred and then be continuing, the . (i) Borrower shall have the option: (i) option to convert at any time all or any part of any Loan Loans, equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Term SOFR Loan may only be converted on prior to the expiration of the Interest Period applicable to such Term SOFR Loan unless if the Borrower shall pay all amounts due under Section 2.15 2.16 (Making or Maintaining SOFR Rate Loans) in connection with any such conversion; or (ii) in the case of Term SOFR Loans, Borrower shall have the option upon the expiration of any Interest Period applicable to any Term SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount as a Term SOFR Loan. (b) The Subject to Section 3.3 (Notices), Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon p.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (date, in the case of a conversion to a Base Rate an ABR Loan) , and at least three (3) Business Days in advance of the proposed Conversion/Continuation Date (Date, in the case of a conversion to, or a continuation of, a Term SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Term SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Borrowing Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate an ABR Loan. (c) Each notice pursuant to this Section 2.8 (Conversion/Continuation) shall refer to this Agreement and specify (A) the identity, amount and currency of the Borrowing that the Borrower requests be converted or continued, (B) whether such Borrowing is to be converted to or continued as a Term SOFR Borrowing or an ABR Borrowing, (C) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (D) if such Borrowing is to be converted to or continued as a Term SOFR Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Term SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.8 (Conversion/Continuation) and of each Lender’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.8 (Conversion/Continuation) to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.8 (Conversion/Continuation) to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted or continued into an ABR Borrowing.

Conversion/Continuation. (a) Subject to Section 2.15 2.16 and so long as no Default or Event of Default shall have occurred and then be continuingContinuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan the Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided that a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.16(c) in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LoanEurodollar Rate Loans, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR LoanEurodollar Rate Loans. (b) Upon the occurrence and during the continuance of an Event of Default, each outstanding Eurodollar Rate Loan shall be converted to a Base Rate Loan upon the expiration of the applicable Interest Period. (c) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date three (in the case of a conversion to a Base Rate Loan3) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case conversion to or continuation of a Eurodollar Rate Loans or of any conversion to, or a continuation of, a SOFR Loan)of Eurodollar Rate Loans to Base Rate Loans. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert convert, at any time time, all or any part of any Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If If, on any day day, a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Subject to Section 3.3(b), Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a Term SOFR Loan may only be converted on the expiration of the Interest Period applicable to such Term SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any Term SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Term SOFR Loan; provided that, for the avoidance of doubt, no conversion or continuation of any Loan pursuant to this Section 2.09 shall affect the currency in which such Loan is denominated prior to any such conversion or continuation and each such Loan shall remain outstanding denominated in the currency originally issued. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) ), and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a Term SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Term SOFR Loans Loans, shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing2.18, the Borrower Borrowers shall have the option: (i) to convert at any time all or any part of any Revolving Loan equal to $5,000,000 and integral multiples in a minimum amount of $1,000,000 in excess and minimum increments of that amount $100,000, from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower Borrowers shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; provided, further, that, if so elected in a writing by Administrative Agent or Requisite Lenders to Borrowers, no Loan may be converted to a SOFR Loan at any time when an Event of Default has occurred that is continuing; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples in a minimum amount of $1,000,000 in excess and minimum increments of that amount $100,000, as a SOFR Loan; provided, that, if so elected in a writing by Administrative Agent or Requisite Lenders to Borrowers, no SOFR Loan may be continued as a SOFR Loan at any time when an Event of Default has occurred that is continuing. (b) The Subject to Section 3.2(b), Borrower Representative shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan or an RFR Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Company shall have the option: (i) to convert at any time all or any part of any Loan Term Loans or Revolving Loans equal to an aggregate amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Loan Eurodollar Rate Loans may only be converted on the expiration of the Interest Period applicable to such SOFR Loan Eurodollar Rate Loans unless the Borrower Borrowers shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LoanEurodollar Rate Loans, to continue all or any portion of such Loan Loans equal to an aggregate amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower Company shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 2:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoans) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LoanEurodollar Rate Loans). Except as otherwise provided CREDIT AND GUARANTY AGREEMENT EXECUTION herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no neither (x) a Default or an Event of Default under Section 7.01(b), Section 7.01(c), Section 7.01(h) or Section 7.01(i) shall have occurred and (i) any other Event of Default shall have occurred and then be continuingcontinuing at such time and (ii) the Administrative Agent or the Required Lenders shall have determined in their sole discretion not to permit conversions to or continuations of LIBOR Loans pursuant to this Section 2.08(a), the Borrower shall have the option: (i) to convert at any time all or any part of any Loan in a minimum amount equal to $5,000,000 250,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; providedprovided that, a SOFR LIBOR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBOR Loan unless the Borrower shall pay all amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LIBOR Loan, to continue all or any portion of such Loan in a minimum amount equal to $5,000,000 250,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR LIBOR Loan. (b) The In order to exercise any conversion option pursuant to Section 2.08(a)(i) or continuation option pursuant to Section 2.08(a)(ii), the Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 11:00 a.m. (New York City time) at least one three Business Day Days in advance of the proposed conversion date (in the case of a conversion to a Base Rate an ABR Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LIBOR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBOR Loans shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on the Borrower shall fail to give any day a Loan required notice as described in this Section 2.08(b) or if such continuation is outstanding with respect not permitted pursuant to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interestSection 2.08(a), then for that day such Loan Loans shall be a Base Rate Loanautomatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided that a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Conversion/Continuation Notice has been delivered to the Agents but no Interest Period has been selected, it shall be an Interest Period of one month. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing, the . (i) The applicable Borrower shall have the option: (i) option to convert at any time all or any part of any Loan Initial Term Loan, in each case, equal to $5,000,000 and integral multiples of or greater than $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurocurrency Rate Loan may only be converted on the expiration of the Interest Period applicable to thereto unless such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) The applicable Borrower shall have the option upon the expiration of any Interest Period applicable to any SOFR Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of or greater than $1,000,000 in excess of that amount as a SOFR Eurocurrency Rate Loan; provided, that, in each case, no such continuation or conversion shall be made in a different currency than the subject Borrowing. (b) The applicable Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of on the proposed conversion date (in the case of a conversion to a Base Rate Loan) and ), at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan)Eurocurrency Rate Loan in Dollars) and in the case of an election to convert to or continue as a Eurocurrency Rate Loan in Euros, four (4) Business Days before the date of the proposed conversion or continuation. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion toto (solely with respect to Initial Term Loans), or continuation of, any SOFR Eurocurrency Rate Loans shall be irrevocable on and after 9:00 a.m. (New York City time) on the related Interest Rate Determination Date, Date and the such Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so So long as no Default or Event of Default shall have occurred and then be continuingcontinuing or would result therefrom, the Borrower shall have the option: (i) to convert at any time all all, or any part part, of any Loan equal to One Hundred Thousand Dollars ($5,000,000 100,000) and integral multiples of Fifty Thousand Dollars ($1,000,000 50,000) in excess of that amount thereof from one Type of Loan to another Type of Loan; provided, a SOFR that, an Adjusted LIBOR Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Adjusted LIBOR Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 3.1(c) in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Adjusted LIBOR Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR an Adjusted LIBOR Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and 1:00 p.m. at least three (3) Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Loan)Date. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Adjusted LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Event of Default shall have occurred and then be continuing, the Borrower Company shall have the option: (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 100,000 and integral multiples of $1,000,000 50,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR LIBOR Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBOR Rate Loan unless the Borrower Company shall pay all amounts due under Section 2.15 2.17(c) in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 100,000 and integral multiples of $1,000,000 50,000 in excess of that amount as a SOFR LIBOR Rate Loan. (b) The Borrower Company shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LIBOR Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Company shall be bound to effect a conversion or continuation in accordance therewith unless Company shall pay all amounts due under Section 2.17(c) in connection therewith. If on any day a Loan is outstanding with respect . (c) This Section 2.08 shall not apply to Protective Advances, which a Funding Notice may not be converted or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loancontinued.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; providedprovided that, a Term SOFR Loan may only be converted on the expiration of the Interest Period applicable to such Term SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any Term SOFR Loan, to continue all or any portion of such Term SOFR Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount as a Term SOFR Loan. (b) The Subject to clause (c) below, the Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 2:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three U.S. Government Securities Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a Term SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Term SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Dateirrevocable, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. (c) Any Conversion/Continuation Notice shall be executed by a Responsible Officer of the Borrower in a writing delivered to the Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of such proposed conversion or continuation, as the case may be; provided that, each such notice shall be promptly confirmed in writing by delivery of the applicable Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that the telephonic notice is given. In the event of a discrepancy between the telephone notice and the written Conversion/Continuation Notice, the written Conversion/Continuation Notice shall govern. In the case of any Conversion/Continuation Notice that is irrevocable once given, if the Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of the Borrower or for otherwise acting in good faith.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Company shall have the option: (i) to convert at any time all or any part portion of any Loan Note equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount from one Type of Loan a Base Rate Portion to another Type of Loana LIBO Rate Portion or from a LIBO Rate Portion to a Base Rate Portion; provided, a SOFR Loan LIBO Rate Portion may only be converted on the expiration of the Interest Period applicable to such SOFR Loan LIBO Rate Portion unless the Borrower Company shall pay all amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LoanLIBO Rate Portion, to continue all or any portion of such Loan Note equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount as a SOFR LoanLIBO Rate Portion. (b) The Borrower Subject to Section 3.2(b), Company shall deliver a Conversion/Continuation Notice to the Agents Collateral Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a the Base Rate LoanRate) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR LoanLIBO Rate Portion). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans LIBO Rate Portion shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan Note is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Purchasers in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then then, for that day day, such Loan Note shall be a bear interest at the Base Rate LoanRate.

Conversion/Continuation. (a) Subject to Section 2.15 and so long 2.2.1, Borrower may, upon irrevocable written notice to Agent in accordance with clause (b) below, elect as no Event of Default shall have occurred and then be continuingthe last day of the applicable Interest Period for any SOFR Loans, the Borrower shall have the option: to continue any SOFR Loans having Interest Periods expiring on such day (i) to convert at any time all or any part thereof in an aggregate principal amount of any Loan equal to at least $5,000,000 1,000,000 and an integral multiples multiple of $1,000,000 500,000 in excess thereof) for a new Interest Period; provided that any conversion of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on a day other than the expiration last day of the Interest Period applicable therefor then in effect shall be subject to such SOFR Loan unless the Section 3.5. (b) Borrower shall pay all amounts due under Section 2.15 give written notice (via facsimile, electronic mail or E-System) to Agent of each proposed conversion or continuation not later than 11:00 a.m. at least three (3) Business Days prior to the proposed date of such conversion or continuation, specifying in connection with any such conversioneach case in the form of a Conversion/Continuation Notice: (i) the proposed date of conversion or continuation, which shall be a Business Day; or (ii) the aggregate principal amount of Loans to be converted or continued; (iii) the Type of Loans resulting from the proposed conversion or continuation; and (iv) the duration of the requested Interest Period therefor. (c) If, upon the expiration of any Interest Period applicable to SOFR Loans, ▇▇▇▇▇▇▇▇ has failed to timely select a new Interest Period to be applicable to such SOFR Loans, Borrower shall be deemed to have elected to continue such SOFR Loans with a new Interest Period of one (1) month effective on the last day of the Interest Period then in effect. If no Interest Period is elected for any SOFR Loan, Borrower shall be deemed to continue all or any portion have elected an Interest Period of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Loanone (1) month. (bd) The Borrower shall deliver Agent will promptly notify each applicable Lender of its receipt of a Conversion/Continuation Notice pursuant to the Agents this Section 2.2.3 or, if no later than 12:00 noon (New York City time) at least one Business Day in advance timely notice is provided by ▇▇▇▇▇▇▇▇, of the proposed conversion date (in the case details of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loanautomatic conversion.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the each Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR LIBOR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBOR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LIBOR Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount as a SOFR LIBOR Loan. (b) The Such Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) at least one Business Day in advance on the date of the proposed conversion date (in the case of a conversion to a Base Rate an ABR Loan) and at least three (3) Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR LIBOR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBOR Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the such Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered . (c) Notwithstanding anything to the Agents contrary in accordance with the terms hereof specifying the applicable basis for determining the rate of interestforegoing, then for that day such no conversion in whole or in part to a LIBOR Loan shall be permitted at any time at which (i) a Base Rate LoanDefault or Event of Default shall have occurred and be continuing or (ii) the continuation of, or conversion into, a LIBOR Loan would violate any provision of Sections 2.15 or 2.16. (d) If a Default or Event of Default shall have occurred and be continuing, LIBOR Loans shall automatically convert to ABR Loans upon the expiration of the Interest Period applicable thereto.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Company shall have the option: (i) to convert at any time all or any part of any Term Loan equal to $5,000,000 100,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR LIBO Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBO Rate Loan unless the Borrower Company shall pay all amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LIBO Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 100,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR LIBO Rate Loan. (b) The Borrower Subject to Section 3.2(b), Company shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LIBO Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBO Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then then, for that day day, such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing2.18, the Borrower Borrowers shall have the option: (i) 1. to convert at any time all or any part of any Revolving Loan equal to $5,000,000 and integral multiples in a minimum amount of $1,000,000 in excess and minimum increments of that amount $100,000, from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower Borrowers shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; provided, further, that, if so elected in a writing by Administrative Agent or Requisite Lenders to Borrowers, no Loan may be converted to a SOFR Loan at any time when an Event of Default has occurred that is continuing; or (ii) 2. upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples in a minimum amount of $1,000,000 in excess and minimum increments of that amount $100,000, as a SOFR Loan; provided, that, if so elected in a |US-DOCS\156088095.5|| writing by Administrative Agent or Requisite Lenders to Borrowers, no SOFR Loan may be continued as a SOFR Loan at any time when an Event of Default has occurred that is continuing. (b) The Subject to Section 3.2(b), Borrower Representative shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan or an RFR Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Company shall have the option: (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 250,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower Company shall pay all amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 250,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR Loan. (b) The Borrower Subject to Section 3.2(b), Company shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three U.S. Government Securities Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then then, for that day day, such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 1.14 and so long as (x) no Event of Default shall have occurred and then be is continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided a SOFR Eurodollar Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Loan unless the Borrower shall pay all amounts due under Section 2.15 1.14 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Loan. (b) The In order to exercise any conversion option pursuant to Section 1.4(a)(i) or continuation option pursuant to Section 1.4(a)(ii), Borrower shall deliver a Notice of Conversion/Continuation Notice to the Agents Agent no later than 12:00 noon 1:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate an ABR Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Loan). Except as otherwise provided herein, a Notice of Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on Borrower shall fail to give any day a Loan required notice as described in Section 1.4(a) or if such continuation is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interestpermitted pursuant thereto, then for that day such Loan Loans shall be a Base Rate Loanautomatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Subject to Section 3.2(b), Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the each Borrower shall have the option: (i) to convert at any time all or any part of any Loan (other than a Swing Loan or a Euribor Loan) equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR LIBOR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBOR Loan unless the Borrower Xerium shall pay all amounts due under Section 2.15 2.18(c) in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LIBOR Loan or Euribor Loan, as applicable, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 (or its currency equivalent, calculated as of the last day of such Interest Period) and integral multiples of $1,000,000 250,000 (or its currency equivalent, calculated as of the last day of such Interest Period) in excess of that amount as a SOFR LIBOR Loan or Euribor Loan, as applicable. (b) The Such Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) at least one Business Day in advance on the date of the proposed conversion date (in the case of a conversion to a Base Rate an ABR Loan) and at least three (3) Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR LIBOR Loan or a continuation of a Euribor Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBOR Loans or continuation a Euribor Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the such Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered . (c) Notwithstanding anything to the Agents contrary in accordance with the terms hereof specifying the applicable basis for determining the rate of interestforegoing, then for that day such (i) no conversion in whole or in part to a LIBOR Loan shall be permitted at any time at which a Base Rate Default or Event of Default shall have occurred and be continuing and (ii) no continuation of, or conversion into, a LIBOR Loan or continuation of a Euribor Loan, shall be permitted at any time if such conversion or continuation would violate any provision of Sections 2.15 or 2.16. (d) If a Default or Event of Default shall have occurred and be continuing, LIBOR Loans shall automatically convert to ABR Loans upon the expiration of the Interest Period applicable thereto.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Event of Default shall have occurred and then be continuing2.14, the Borrower shall have the option: (i) to convert at any time all or any part of any Revolving Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan1,000,000; provided, provided a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 2.14 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 2:00 p.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan). A Conversion/Continuation Notice shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and Type of Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iv) in the case of a conversion to, or a continuation of, a SOFR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a SOFR Loan, if the Requisite Lenders request in writing, that no Default or Event of Default has occurred and is continuing. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the date on which the related Interest Rate Determination Dateinterest rate is determined, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on Neither the Administrative Agent nor any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered Lender shall incur any liability to the Agents Borrower in accordance with acting upon any telephonic notice referred to above that the terms hereof specifying Administrative Agent believes in good faith to have been given by an Authorized Officer or other Person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this Section 2.7(b), and upon conversion or continuation of the applicable basis for determining the interest rate of interestwith respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a conversion or continuation, then for that day such Loan shall be a Base Rate Loanas the case may be, hereunder.

Conversion/Continuation. (a) 2.6.1. Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 (in excess of that an amount permitted by Section 2.1(b)(iii)) from one Type of Loan to another Type of Loan; provided, a SOFR Term Benchmark Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Term Benchmark Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Term Benchmark Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 (in excess of that an amount permitted by Section 2.1(b)(iii)) as a SOFR Term Benchmark Loan. 2.6.2. Subject to clause (bc) The below, the Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 2:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Term Benchmark Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Term Benchmark Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. 2.6.3. Any Conversion/Continuation Notice shall be executed by a Responsible Officer of the Borrower in a writing delivered to the Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of such proposed conversion or continuation, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that the telephonic notice is given. In the event of a discrepancy between the telephone notice and the written Conversion/Continuation Notice, the written Conversion/Continuation Notice shall govern. In the case of any Conversion/Continuation Notice that is irrevocable once given, if the Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of the Borrower or for otherwise acting in good faith.

Conversion/Continuation. (a) Subject to Section 2.15 Sections 2.07(c), 2.17 and 2.27 and so long as no Event of Default shall have occurred and then be continuing, the Borrower Borrowers shall have the option: (i) to convert at any time all or any part of any Loan (other than Swing Line Loans, which shall at all times be Base Rate Loans) equal to $5,000,000 100,000 and integral multiples of $1,000,000 50,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall Borrowers pay all amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 100,000 and integral multiples of $1,000,000 50,000 in excess of that amount as a SOFR Loan. (b) The Borrower Representative shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) p.m. at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith. If on any day . (c) In the event Borrower Representative fails to specify between a Base Rate Loan is outstanding with respect to which or a Funding Notice or SOFR Loan in the applicable Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interestNotice, then for that day such Loan shall (if outstanding as a SOFR Loan) will be automatically converted into a SOFR Loan with an Interest Period of one month on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as a Base Rate Loan). In the event Borrower Representative fails to specify an Interest Period for any SOFR Loan in the applicable Conversion/Continuation Notice, Borrower Representative shall be deemed to have selected an Interest Period of one month. (d) During the existence of an Event of Default, no Loans may be converted to or continued as SOFR Loans without the consent of the Requisite Lenders.

Conversion/Continuation. (ai) Subject to Section 2.15 2.6 and so long as no Potential Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (ia) to convert at any time all or any part of any Loan Borrowing, in an amount equal to $5,000,000 and or a higher integral multiples multiple of $1,000,000 in excess of that amount 1,000,000, from one Type of Loan to another the other Type of Loan; provided, a SOFR Loan provided that Term Benchmark Loans may only be converted on the expiration of the Interest Period applicable to such SOFR Loan Term Benchmark Loans unless the Borrower shall pay all amounts due under Section 2.15 2.6 in connection with any such conversion; or (iib) upon the expiration of any Interest Period applicable to any SOFR LoanBorrowing of Term Benchmark Loans, to continue all or any portion of such Loan Borrowing in an amount equal to $5,000,000 and or a higher integral multiples multiple of $1,000,000 in excess of that amount as Term Benchmark Loans for a SOFR Loannew Interest Period. (bii) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) 11:00 a.m. at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate LoanLoans) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LoanTerm Benchmark Loans). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Term Benchmark Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Each Conversion/Continuation Notice has not been delivered shall be irrevocable and in writing and shall specify the following information: (a) the Borrowing to which such Conversion/Continuation Notice applies and, if different options are being elected with respect to different portions thereof, the Agents portions thereof to be allocated to each resulting Borrowing (in accordance with which case the terms hereof specifying information to be specified pursuant to clauses (c) and (d) below shall be specified for each resulting Borrowing); (b) the applicable basis for determining effective date of the rate election made pursuant to such Notice of interestConversion/Continuation, then for that day such Loan which shall be a Business Day; (c) whether the resulting Borrowing is to be a Base Rate LoanBorrowing or a Term Benchmark Borrowing (d) if the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” set forth in Section 2.2B. (iii) Promptly following receipt of an Conversion/Continuation Notice, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. (iv) If the Borrower fails to deliver a timely Conversion/Continuation Notice with respect to a Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be deemed to have an Interest Period that is one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Requisite Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, (A) each Term Benchmark Borrowing and (B) each RFR Borrowing shall be converted to a Base Rate Borrowing (in the case of a Term Benchmark Borrowing) at the end of the Interest Period applicable thereto or (in the case of an RFR Borrowing) on the next Interest Payment Date in respect thereof.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan the Term Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Companies shall have the option: : (i) to convert at any time all or any part of any Term Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 250,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower Companies shall pay all amounts due under Section 2.15 2.17(d) in connection with any such conversion; or or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 250,000 in excess of that amount as a SOFR Loan. (b) The Borrower Subject to Section 3.2(b), Credit Party Representative shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 1:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) Loan and at least three Business Days in advance of the proposed Conversion/Continuation Date (conversion or continuation date in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Companies shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or a Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then then, for that day day, such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.16 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Company shall have the option: (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR LIBO Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBO Rate Loan unless the Borrower Company shall pay all amounts due under Section 2.15 2.16 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LIBO Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR LIBO Rate Loan. (b) The Borrower Subject to Section 3.2(b), Company shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LIBO Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBO Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then then, for that day day, such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to Section 2.15 another, and so long as no Event each continuation of Default SOFR Loans and RFR Loans shall have occurred be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. one Business Day prior to the date of any conversion of SOFR Loans or RFR Loans to Base Rate Loans and then be continuing, not later than 12:00 p.m. three U.S. Government Securities Business Days prior to the requested date of continuation of any SOFR Loans or RFR Loans or any conversion of Base Rate Loans to SOFR Loans or RFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans or RFR Loans shall have the option: be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion/Continuation Notice shall specify (i) to convert at any time all or any part whether the Borrower is requesting a conversion of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans from, as applicable, one Type to the other, or a continuation of Loan SOFR Loans or RFR Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to another be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loan; providedLoans to which such existing Loans are to be converted, a SOFR Loan may only be converted on if applicable, and (vi) if applicable, the expiration duration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable respect thereto. If with respect to any SOFR LoanLoans or RFR Loans, the Borrower fails to continue all give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans and RFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans or RFR Loans in any portion such Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Loanone month. (b) The Borrower shall deliver Following receipt of a Conversion/Continuation Notice to Notice, the Agents no later than 12:00 noon (New York City time) at least one Business Day in advance Administrative Agent shall promptly notify each applicable Lender of its Pro Rata Share of the proposed conversion date (in the case applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to a Base Rate LoanLoans or continuation of Loans described in Section 2.05(a). (c) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice SOFR Loan and RFR Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch SOFR Loan and RFR Loan, respectively. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or continuation of, any the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate LoanRFR Loans.

Conversion/Continuation. (a) Subject to Section 2.15 2.14 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.14 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administra-tive Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a1) Subject to Section 2.15 Article III hereof, and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Revolving Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 3.04 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount as a SOFR Eurodollar Rate Loan. In the event any Loan shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with their Pro Rata Shares, among the Lenders holding the Loans comprising such Loan, and the Loans comprising each part of such Loan resulting from such conversion or continuation shall be considered a separate Loan. This Section 2.06 shall not apply to Swing Line Loans or Protective Advances, which may not be converted or continued. (b2) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:0011:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with 143 respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Subject to Section 3.2(b), Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17, and so long as no Event of Default shall have has occurred and then be is continuing, and notice has not been given to the Borrower by the Administrative Agent in writing pursuant to Section 2.7(c), the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 1,000,000, and integral multiples of $1,000,000 500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided that a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all any amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan) (or, in each case, such shorter period in advance of such conversion/continuation date as the Administrative Agent may agree in its sole discretion). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Company shall have the option: (i) to convert at any time all or any part of any Term Loan equal to $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower Company shall pay all amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 5,000,000 in excess of that amount as a SOFR Loan. (b) The Borrower Company shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon p.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or no Conversion/Continuation Notice has not been is delivered to at the Agents in accordance with the terms hereof specifying the applicable basis end of an Interest Period for determining the rate of interestany Loan, then for that day such Loan shall be continued as a Base Rate LoanSOFR Loan with an Interest Period of three months.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) subject to the limitations set forth in Section 2.2(b)(v), to convert at any time all or any part of any Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided that a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Subject to the last paragraph of Section 3.1, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent by the Agents no later than 12:00 noon (New York City timetime that a Funding Notice would be required under Section 2.2(b)(ii) at least one Business Day in advance if Borrower were requesting a borrowing of Term Loans of the proposed conversion date (in the case Type of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Loan resulting from such Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Loan)Notice. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) Borrower shall have the option to convert at any time all or any part of any Loan denominated in Dollars equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurocurrency Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurocurrency Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) Borrower shall have the option upon the expiration of any Interest Period applicable to any SOFR Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount as a SOFR Eurocurrency Rate Loan. (b) The Subject to Section 3.2(b), Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City timeLocal Time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Eurocurrency Rate Loan). Except as otherwise provided hereinherein or as agreed to by the Administrative Agent, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurocurrency Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to All conversions and continuations shall be allocated among the Agents Lenders of the applicable Class ratably in accordance with with, as applicable, the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Term Loan shall be a Base Rate LoanExposures.

Conversion/Continuation. the option: (a) Subject to Section 2.15 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option:have (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 2,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Subject to Section 3.2(b), Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Company shall have the option: (i) to convert at any time all or any part of any Term Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR LIBOR Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBOR Rate Loan unless the Borrower Borrowers shall pay all amounts due under Section 2.15 2.17 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LIBOR Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR LIBOR Rate Loan. (b) The Borrower Company shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one (1) Business Day in advance of the proposed CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LIBOR Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBOR Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, provided that a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice to the Agents no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Conversion/Continuation Notice has been delivered to the Administrative Agent but no Interest Period has been selected, it shall be an Interest Period of one month. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Eurodollar Rate LoanLoan with an Interest Period of one month.

Conversion/Continuation. (a) Subject to Section 2.15 2.16 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Company Representative shall have the option: (i) to convert at any time all or any part of any Multi-Draw Term Loan or Revolving Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR LIBO Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR LIBO Rate Loan unless the Borrower Companies shall pay all amounts due under Section 2.15 2.16 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR LIBO Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 500,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a SOFR LIBO Rate Loan. (b) The Borrower Subject to Section 3.2(b), the Company Representative shall deliver a Conversion/Conversion/ Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR LIBO Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR LIBO Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower Companies shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then then, for that day day, such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 (in excess of that an amount permitted by Section 2.1(b)(iii)) from one Type of Loan to another Type of Loan; provided, a SOFR Term Benchmark Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Term Benchmark Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Term Benchmark Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 (in excess of that an amount permitted by Section 2.1(b)(iii)) as a SOFR Term Benchmark Loan. (b) The Subject to clause (c) below, the Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 2:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Term Benchmark Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Term Benchmark Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. (c) Any Conversion/Continuation Notice shall be executed by a Responsible Officer of the Borrower in a writing delivered to the Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of such proposed conversion or continuation, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that the telephonic notice is given. In the event of a discrepancy between the telephone notice and the written Conversion/Continuation Notice, the written Conversion/Continuation Notice shall govern. In the case of any Conversion/Continuation Notice that is irrevocable once given, if the Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of the Borrower or for otherwise acting in good faith.

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to Section 2.15 another, and so long as no Event each continuation of Default SOFR Loans shall have occurred be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. on the requested date of any conversion of SOFR Loans to Base Rate Loans and then be continuing, not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any SOFR Loans or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall have the option: be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion/Continuation Notice shall specify (i) to convert at any time all or any part whether the Borrower is requesting a conversion of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount Loans from one Type to the other, or a continuation of Loan SOFR Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to another be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loan; providedLoans to which such existing Loans are to be converted, a SOFR Loan may only be converted on if applicable, and (vi) if applicable, the expiration duration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable respect thereto. If with respect to any SOFR LoanLoans, the Borrower fails to continue all give a timely notice requesting a conversion or any portion of continuation, then the applicable Loans shall be converted to Base Rate Loans. Any such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Loan. (b) The Borrower shall deliver a Conversion/Continuation Notice automatic conversion or continuation pursuant to the Agents no later than 12:00 noon (New York City time) at least one Business Day in advance immediately preceding sentence shall be effective as of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance last day of the proposed Conversion/Continuation Date (Interest Period then in effect with respect to the case of applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans in any such Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Following receipt of a Conversion/Continuation Notice, the Administrative Agent shall promptly notify each applicable Lender of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation ofis provided by the Borrower, a SOFR Loanthe Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans described in Section 2.05(a). Except as otherwise provided herein, a Conversion/Continuation Notice SOFR Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Loans. . Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such ▇▇▇▇▇▇’s Pro Rata Share of such Borrowing, the Administrative Agent may assume that such ▇▇▇▇▇▇ has made such Pro Rata Share available to the Administrative Agent on the date of such Borrowing, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (a) in the case of the Borrower, the interest rate applicable at the time to the applicable Loans comprising such Borrowing and (b) in the case of such Lender, the Overnight Rate plus any administrative, processing, or continuation of, similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any SOFR Loans Lender with respect to any amounts owing under this Section 2.06 shall be irrevocable on conclusive in the absence of manifest error. If the Borrower and after such Lender shall pay such interest to the related Interest Rate Determination DateAdministrative Agent for the same or an overlapping period, and the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s applicable Loan included in such Borrowing. Any payment by the Borrower shall be bound without prejudice to effect any claim the Borrower may have against a conversion Lender that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or continuation in accordance therewith. If on any day a Loan is outstanding the Borrower with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan any amount owing under this Section 2.06 shall be a Base Rate Loanconclusive, absent manifest error. .

Conversion/Continuation. (a) Subject to Section 2.15 2.19 and so long as no the Administrative Agent, at the direction of the Required Lenders, has not delivered a notice to the Borrower after a Default or Event of Default shall have occurred and then be continuingcontinuing withdrawing such option, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan of any Class (other than any Swing Line Loan) equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 2.19 in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount as a SOFR Eurodollar Rate Loan. (b) The Subject to Section 4.2(b), the Borrower shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 2:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversionconversion/Continuation Date continuation date (in the case of a conversion to, or a continuation of, a SOFR Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Agents Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) BorrowerBorrowers shall have the option to convert at any time all or any part of any Loan denominated in Dollars equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a SOFR Eurocurrency Rate Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Eurocurrency Rate Loan unless the applicable Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) BorrowerBorrowers shall have the option upon the expiration of any Interest Period applicable to any SOFR Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount as a SOFR Eurocurrency Rate Loan. (b) The Subject to Section 3.2(b), the Borrower Representative shall deliver a Conversion/Continuation Notice to the Agents Administrative Agent no later than 12:00 noon 10:00 a.m. (New York City timeLocal Time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a SOFR Eurocurrency Rate Loan). Except as otherwise provided hereinherein or as agreed to by the Administrative Agent, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Eurocurrency Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the each Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to All conversions and continuations shall be allocated among the Agents Lenders of the applicable Class ratably in accordance with with, as applicable, the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Term Loan shall be a Base Rate LoanExposures.