Common use of Conversion/Continuation Clause in Contracts

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, 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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 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) 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

Conversion/Continuation. (1) Each conversion of Loans from one Type to another, and each continuation of Eurodollar Rate Loans shall 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 (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, 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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no not later than 1:00 p.m. 12:00 noon (New York City time) at least one (1) Business Day prior to the requested date of any conversion of Eurodollar Rate Loans to Base Rate Loans and (b) not later than 12:00 noon (New York City time) three (3) Business Days prior to the requested date of continuation of any Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans. Each notice by the Borrower pursuant to this Section 2.05(1) must be delivered to the Administrative Agent in advance the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the proposed Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date (in of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to a Base Rate Loan) and at least three Business Days in advance Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the proposed conversion/continuation date (last day of the Interest Period then in effect with respect to the case of applicable Eurodollar Rate Loans. If the Borrower requests a conversion to, or a continuation of, a of Eurodollar Rate LoanLoans 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 (1) month. (2) 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 is provided by the Borrower, the 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(1). . (3) Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall Loan may be irrevocable continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. Upon the occurrence and after during the related Interest Rate Determination Datecontinuation of an Event of Default, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give the Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice Borrower that no Loans may be converted to or continued as Eurodollar Rate Loans. This Section shall not apply to Swing Line Loans, which may not be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on converted 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued.

Conversion/Continuation. (a) Subject to Section 2.15 2.12 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to 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 Term Loan to another Type of Term Loan; provided, provided a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or2.15; (ii) upon Upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any an portion of such Eurodollar Loan equal to $5,000,000 100,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, The Borrower shall deliver to the Administrative Agent a written notice (or a telephonic notice promptly confirmed in writing) of each Type of Term Loan that is to be converted or continued, as the case may be, substantially in the form of Exhibit 2.9 attached hereto (a “Notice of Conversion/Continuation Notice to Administrative Agent Continuation”) no later than 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) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a the continuation of, a an Eurodollar Rate Loan). Except as otherwise provided herein, a Each Notice of Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate 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. (c) Any If, on the expiration of any Interest Period in respect of any Eurodollar Loan, the Borrower shall have failed to deliver a Notice of Conversion/Continuation Notice Continuation, then, unless such Eurodollar Loan is repaid as provided herein, the Borrower shall be executed by an Authorized Officer in deemed to have elected to convert such Eurodollar Loan to a writing delivered to Administrative Agent. In lieu Base Rate Loan. (d) Upon receipt of delivering a any Notice of Conversion/Continuation NoticeContinuation, Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided shall promptly notify each such notice shall be promptly confirmed in writing by delivery Lender of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu details thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified 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 equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Term Loan to another Type of Term Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such 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 Eurodollar Rate Loan, to continue all or any portion of such Term Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, the Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 1:00 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any 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 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. (c) Any Conversion/Continuation Notice shall be executed by an Authorized 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 any such proposed conversion/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 2.18 and so long as no Specified Event of Default shall have occurred and then be continuing, 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 3,000,000 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, (x) a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower Borrowers shall pay all amounts due under Section 2.15 2.18 in connection with any such conversionconversion and (y) if a Default (but not an Event of Default) has occurred and is continuing, Borrowers may not elect an Interest Period longer than one month; or (ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 3,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount as a Eurodollar Rate Loan; provided that if a Default (but not an Event of Default) has occurred and is continuing, Borrowers may not elect an Interest Period longer than one month. (b) Subject to clause (c) belowSection 3.2(b), Borrower Borrowers shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing has not been delivered to Administrative Agent. In lieu Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of delivering a Conversion/Continuation Noticeinterest, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each then for that day such notice Loan shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithBase Rate Loan.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing2.15, 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 Borrowing from one Type of Loan to another Type of Loanthe other Type; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; orand (ii) upon to continue, at the expiration end of any the Interest Period applicable to any Eurodollar Rate LoanBorrowing, to continue all or any portion part of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount Borrowing as a Eurodollar Rate LoanBorrowing and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an amount that complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.6 in part, such conversion or continuation shall be allocated ratably, in accordance with their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) Subject To exercise its option pursuant to clause (c) belowthis Section 2.6, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 1:00 12:00 p.m. (New York City time) at least (i) one Business Day in advance of the proposed conversion date (Conversion/Continuation Date, in the case of a conversion to a Base Rate LoanBorrowing, and (ii) 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 Eurodollar Rate Loan)Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give, not later than the applicable time set forth above, the Administrative Agent telephonic notice of any proposed conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice. Except as otherwise provided herein, a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Loans Borrowing 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; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.15(c). (c) Any Conversion/Continuation Notice shall be executed by Notwithstanding anything to the contrary herein, if an Authorized Officer Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) or, at the request of the Requisite Lenders (or a Majority in a writing delivered to Administrative Agent. In lieu Interest of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time Lenders of any proposed conversion/continuation; provided each such notice Class), any other Event of Default shall be promptly confirmed in writing by delivery have occurred and is continuing, then no outstanding Borrowing (of the Conversion/Continuation Notice to 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 Noticeapplicable Class, the written Conversion/Continuation Notice shall govern. In in the case of any Conversion/Continuation Notice that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given a request by a duly authorized officer Majority in Interest of Lenders of any Class) may be converted to or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to another, and each continuation of Benchmark Rate Loans shall 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 Benchmark Rate Loans to Base Rate Loans and not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any Benchmark Rate Loans or any conversion of Base Rate Loans to Benchmark Rate Loans. Each notice by the Borrower pursuant to this Section 2.15 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and so long as no Specified Event signed by a Responsible Officer of Default the Borrower. Each conversion to or continuation of Benchmark Rate Loans shall have occurred and then be continuing, Borrower in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each conversion to Base Rate 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/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 Benchmark Rate 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 Eurodollar Rate Loan may only be converted on if applicable, and (vi) if applicable, the expiration duration of the Interest Period with respect thereto. If with respect to any Benchmark Rate Loans, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans. Any such Eurodollar 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 Benchmark Rate Loan unless Loans. If the Borrower shall pay all amounts due under Section 2.15 requests a conversion to, or continuation of Benchmark Rate Loans in connection with any such conversion; or (ii) upon the expiration of any Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period applicable to any 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 Eurodollar Rate Loanone month. (b) Subject to clause (c) below, Borrower shall deliver Following receipt of a Conversion/Continuation Notice to Notice, the Administrative Agent no later than 1:00 p.m. (New York City time) at least one Business Day in advance 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice Benchmark Rate Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch Benchmark Rate Loan. Upon the occurrence and during the continuation of an Event of Default, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice shall Borrower that no Loans denominated in Dollars may be promptly confirmed in writing by delivery of the Conversion/Continuation Notice converted to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued as Benchmark Rate Loans.

Conversion/Continuation. (a) Subject to Section 2.15 2.19 and so long as no Specified 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 equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Term Loan to another Type of Term Loan; provided, provided that a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such 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 Eurodollar Rate Loan, to continue all or any portion of such Term Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, the Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 1:00 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any 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 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. (c) Any Conversion/Continuation Notice shall be executed by an Authorized a Responsible Officer 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 any such proposed conversion/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 5:00 pm (New York City time) on the date Business Day 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 2.14 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, Borrower Borrowers 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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless the applicable 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 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 Eurodollar Rate Loan. (b) Subject to clause Any Borrower (con behalf of itself and/or any other Borrower) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 12:00 noon (New York City time) at least one Business Day prior to (or such shorter period as the Administrative Agent may agree in advance of its sole discretion) 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 Eurodollar Rate Loan); provided, that if the Borrowers wish to request Eurodollar Rate Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period,” the applicable Conversion/Continuation Notice must be received by the Administrative Agent not later than 12:00 p.m., New York City time four Business Days prior to the requested date of such conversion/continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them (and not later than 2:00 p.m., New York City time, three Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the Lenders). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans 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. (c) . Any Conversionconversion/Continuation Notice continuation date shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithBusiness Day.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, Borrower Company shall have the option: (i) to convert at any time on the last day of an Interest Period all or any part of any 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 Base Rate Loans to another Type of LoanEurodollar Rate Loans, or vice versa; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower Company 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 Eurodollar Rate 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 Eurodollar Rate Loan. Notwithstanding the foregoing, there shall be no more than nine (9) separate Eurodollar Loans in existence at any one time. (b) Subject to clause (c) below, Borrower Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 11:00 a.m. (New York City time) 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 conversionConversion/continuation date Continuation Date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. (c) . Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower Company may give Administrative Agent telephonic notice by the required time of prior to any proposed conversion/continuation; provided provided, each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation applicable Notice to Administrative Agent on or before the close applicable date 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once givencontinuation or conversion. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower Company or for otherwise acting in good faith.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, . (i) The Borrower shall have the option: (i) option to convert at any time all or any part of any Loan Revolving Loans or any Term Loan, in each case, equal to or greater than $5,000,000 and integral multiples of $1,000,000 in excess of that amount 500,000 from one Type of Loan to another Type of Loan; provided, provided a Eurodollar Eurocurrency Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan thereto 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 Eurodollar Eurocurrency Rate Loan, Loan to continue all or any portion of such Loan equal to or greater than $5,000,000 and integral multiples of $1,000,000 in excess of that amount 500,000 as a Eurodollar Eurocurrency Rate Loan. (b) Subject to clause (c) belowSection 3.2(b), the Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 Eurodollar Eurocurrency Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion toto (solely with respect to Initial Tranche A Term Loans and Initial Tranche B Term Loans), or continuation of, any Eurodollar 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 Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing has not been delivered to Administrative Agent. In lieu Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of delivering a Conversion/Continuation Noticeinterest, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each then for that day such notice Loan shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithBase Rate Loan.

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to another, and each continuation of Eurodollar Rate Loans shall 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 Eurodollar Rate Loans to Base Rate Loans and not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans. Each notice by the Borrower pursuant to this Section 2.15 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and so long as no Specified Event signed by a Responsible Officer of Default the Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall have occurred and then be continuing, Borrower in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each conversion to Base Rate 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/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 Eurodollar Rate 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 Eurodollar Rate Loan may only be converted on if applicable, and (vi) if applicable, the expiration duration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 Eurodollar Rate LoanLoans, the Borrower fails to continue all give a timely notice requesting a conversion or any portion 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 such Loan equal the last day of the Interest Period then in effect with respect to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a the applicable Eurodollar Rate LoanLoans. If the Borrower requests a conversion to, or continuation of Eurodollar Rate 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. (b) Subject to clause (c) below, Borrower shall deliver Following receipt of a Conversion/Continuation Notice to Notice, the Administrative Agent no later than 1:00 p.m. (New York City time) at least one Business Day in advance 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall Loan may be irrevocable continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. Upon the occurrence and after during the related Interest Rate Determination Datecontinuation of an Event of Default, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give the Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice Borrower that no Loans denominated in Dollars may be converted to or continued as Eurodollar Rate Loans. This Section shall not apply to Swing Line Loans, which may not be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on converted 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued.

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to another, and each continuation of SOFR Rate Loans shall 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 Rate Loans to Base Rate Loans and not later than 1:00 p.m. three Business Days prior to the requested date of continuation of any SOFR Rate Loans or any conversion of Base Rate Loans to SOFR Rate Loans. Each notice by the Borrower pursuant to this Section 2.15 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and so long as no Specified Event signed by a Responsible Officer of Default such Borrower. Each conversion to or continuation of SOFR Rate Loans shall have occurred and then be continuing, Borrower in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each conversion to Base Rate Loans shall have the option: be in a minimum 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 Rate 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 and currency 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 Eurodollar Rate Loan may only be converted on if applicable, and (vi) if applicable, the expiration duration of the Interest Period with respect thereto. If with respect to any SOFR Rate Loans, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans. Any such Eurodollar 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 Rate Loan unless Loans. If the Borrower shall pay all amounts due under Section 2.15 requests a conversion to, or continuation of SOFR Rate Loans in connection with any such conversion; or (ii) upon the expiration of any Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period applicable to any 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 Eurodollar Rate Loanone month. (b) Subject to clause (c) below, Borrower shall deliver Following receipt of a Conversion/Continuation Notice to Notice, the Administrative Agent no later than 1:00 p.m. (New York City time) at least one Business Day in advance 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch SOFR Rate Loan. Upon the occurrence and during the continuation of an Event of Default, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice shall Borrower that no Loans denominated in Dollars may be promptly confirmed in writing by delivery of the Conversion/Continuation Notice converted to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued as SOFR Rate Loans.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, Borrower Company shall have the option: option (ia) to convert at any time all or any part of any Class of Loans from one Type of Loan equal to another Type of Loan, provided, that partial conversions of Base Rate Loans shall be in the aggregate principal amount of $5,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount and the aggregate principal amount of the resulting Eurodollar Rate Loans outstanding in respect of any one (1) Interest Period shall be at least $2,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loanamount; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or or (iib) upon the expiration of any Interest Period applicable to any a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to as a Eurodollar Rate Loan; provided, (1) a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto and (2) the aggregate principal amount of the resulting Eurodollar Rate Loans outstanding in respect of any one Interest Period shall be at least $5,000,000 2,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower amount. Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any a Eurodollar Rate Loans Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. . After the occurrence of and during the continuation of an Event of Default, unless the Requisite Lenders otherwise consent, (ci) Any Company may not elect to have a Loan be made or maintained as, or converted to, a Eurodollar Rate Loan after the expiration of any Interest Period then in effect for that Loan; and (ii) any Funding Notice or Conversion/Continuation Notice given by Company with respect to a requested borrowing or conversion/continuation that has not yet occurred shall be executed deemed to be rescinded by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithCompany.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing2.18, 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 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 12:00 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and 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 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 Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and Administrative Agent, at the request of the Requisite Lenders, so notifies Borrower, then, so long as an Event of Default is continuing (i) no outstanding Loan may be converted to or continued as a Eurodollar Rate Loan and (ii) unless repaid, each Eurodollar Rate Loan shall be executed by an Authorized Officer in converted to a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by Base Rate Loan at the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery end of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faiththen current Interest Period applicable thereto.

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to Section 2.15 another, and so long as no Specified Event each continuation of Default Eurodollar Rate Loans shall have occurred and then be continuingmade upon the Borrower’s irrevocable notice to the Administrative Agent, Borrower shall have which may only be given in writing. Each such notice must be received by the option: Administrative Agent (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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no not later than 1:00 p.m. 12:00 noon (New York City time) at least one (1) Business Day prior to the requested date of any conversion of Eurodollar Rate Loans to Base Rate Loans and (ii) not later than 12:00 noon (New York City time) three (3) Business Days prior to the requested date of continuation of any Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans. Each notice by the Borrower pursuant to this Section 2.02(a) must be delivered to the Administrative Agent in advance the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the proposed Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date (in of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to a Base Rate Loan) and at least three Business Days in advance Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the proposed conversion/continuation date (last day of the Interest Period then in effect with respect to the case of applicable Eurodollar Rate Loans. If the Borrower requests a conversion to, or a continuation of, a of Eurodollar Rate LoanLoans 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 (1) month. (b) 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 is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans described in Section 2.02(a). . (c) Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall Loan may be irrevocable continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. Upon the occurrence and after during the related Interest Rate Determination Datecontinuation of an Event of Default, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give the Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice shall Borrower that no Loans may be promptly confirmed in writing by delivery of the Conversion/Continuation Notice converted to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued as Eurodollar Rate Loans.

Conversion/Continuation. (a) Subject The Company may on any Business Day, upon notice given to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, Borrower shall have the option: Administrative Agent not later than (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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 11:00 A.M. (New York City time) at least one on the same Business Day in advance as the date of the proposed conversion date (Conversion in the case of a conversion to a Conversion of Eurocurrency Rate Loans into Base Rate LoanLoans, and (ii) and at least three 1:00 P.M. (New York City time) on the third Business Days in advance Day prior to the date of the proposed conversion/continuation date (Conversion in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Conversion of Base Rate Loans into Eurocurrency Rate Loans or of Eurocurrency Rate Loans of one Interest Period into Eurocurrency Rate Loans of another Interest Period or the continuation of Eurocurrency Rate Loans as Eurocurrency Rate Loans with the same Interest Period, as the case may be, and subject to the provisions of Sections 2.5, 2.12 and 2.13, Convert all Loans of one Type into Loans of the other Type; provided, however, that any Conversion of any Eurocurrency Rate Loans into Base Rate Loans or into Eurocurrency Rate Loans of another Interest Period shall be irrevocable on and after the related Interest Rate Determination Datemade on, and Borrower only on, the last day of an Interest Period for such Eurocurrency Rate Loans. Promptly upon receipt from the Company of a notice of a proposed Conversion hereunder, Administrative Agent shall give notice of such proposed Conversion to each Lender. Each such notice of a Conversion shall, within the restrictions set forth above, specify (x) the date of such Conversion (which shall be bound a Business Day), (y) the Loans to effect a conversion or continuation be Converted, and (z) if such Conversion is into Eurocurrency Rate Loans, the duration of the initial Interest Period for each such Loan. The Company may Convert all Eurocurrency Rate Loans of any one Lender into Base Rate Loans of such Lender in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed with the provisions of Section 2.12 by an Authorized Officer complying with the procedures set forth therein and in a writing delivered this Section 2.6 as though each reference in this Section 2.6 to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time Loans of any proposed conversion/continuation; provided each Type was to such Loans of such Lender. Each such notice shall of Conversion shall, subject to the provisions of Sections 2.5 and 2.12, be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on or before the close of business irrevocable and binding 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithCompany.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, Borrower Company 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 (when aggregated for all Lenders holding Loans of one Type) in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be -------- converted into a Base Rate Loan on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 (when aggregated for all Lenders holding such Loan) in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 Eurodollar Rate Loan). Except as otherwise provided herein, a ConversionConver sion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. . Notice of receipt of each Converstion/Continuation Notice in respect of Loans, together with the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable interest rate and Interest Period, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00 PM (cNew York City time) Any on the same day as Administrative Agent's receipt of such Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithfrom Company.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, Borrower Company shall have the option: option (ia) to convert at any time all or any part of any Term Loans from one Type of Term Loan equal to another Type of Term Loan, provided, that partial conversions of Base Rate Loans shall be in the aggregate principal amount of $5,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount and the aggregate principal amount of the resulting Eurodollar Rate Loans outstanding in respect of any one (1) Interest Period shall be at least $2,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loanamount; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or or (iib) upon the expiration of any Interest Period applicable to any a Eurodollar Rate Loan, to continue all or any portion of such Term Loan equal to as a Eurodollar Rate Loan; provided, (1) a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto and (2) the aggregate principal amount of the resulting Eurodollar Rate Loans outstanding in respect of any one Interest Period shall be at least $5,000,000 2,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower amount. Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any a Eurodollar Rate Loans Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. . After the occurrence of and during the continuation of an Event of Default, unless the Requisite Lenders otherwise consent, (ci) Any Conversion/Continuation Notice shall Company may not elect to have a Term Loan be executed by an Authorized Officer in maintained as, or converted to, a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by Eurodollar Rate Loan after the required time expiration of any proposed conversion/continuationInterest Period then in effect for that Term Loan; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 (ii) any Conversion/Continuation Notice that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by Company with respect to a duly authorized officer requested borrowing or other person authorized on behalf of Borrower or for otherwise acting in good faithconversion/continuation that has not yet occurred shall be deemed to be rescinded by Company.

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to Section 2.15 another, and so long as no Specified Event each continuation of Default Eurodollar Rate Loans shall have occurred and then be continuingmade upon the Borrower’s irrevocable notice to the Administrative Agent, Borrower shall have which may only be given in writing. Each such notice must be received by the option: Administrative Agent (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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no not later than 1:00 p.m. 12:00 noon (New York City time) at least one (1) Business Day prior to the requested date of any conversion of Eurodollar Rate Loans to Base Rate Loans and (ii) not later than 12:00 noon (New York City time) three (3) Business Days prior to the requested date of continuation of any Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in advance the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the proposed Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date (in of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to a Base Rate Loan) and at least three Business Days in advance Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the proposed conversion/continuation date (last day of the Interest Period then in effect with respect to the case of applicable Eurodollar Rate Loans. If the Borrower requests a conversion to, or a continuation of, a of Eurodollar Rate LoanLoans 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 (1) month. (b) 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 is provided by the Borrower, the 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). . (c) Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall Loan may be irrevocable continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. Upon the occurrence and after during the related Interest Rate Determination Datecontinuation of an Event of Default, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give the Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice Borrower that no Loans may be converted to or continued as Eurodollar Rate Loans. This Section shall not apply to Swing Line Loans, which may not be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on converted 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event Each conversion of Default shall have occurred and then be continuing, 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 Loans from one Type to another, and each continuation of Loan Term Benchmark Loans shall be made upon the Borrower’s irrevocable notice to another Type of Loan; providedthe Administrative Agent, a Eurodollar Rate Loan which may only be given in writing; provided that Revolving Loans denominated in an Alternative Currency may not be converted into Base Rate Loans. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time, in the case of Loans denominated in Dollars, or London time, in the case of Loans denominated in an Alternative Currency) on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration requested date of any Interest Period applicable conversion of Term Benchmark Loans to any Eurodollar Base Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 Loans and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no not later than 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) and at least three Business Days prior to the requested date of continuation of any Term Benchmark Loans or any conversion of Base Rate Loans to Term Benchmark Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in advance the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the proposed conversionBorrower. Each conversion to or continuation of (x) Term Benchmark Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, if denominated in Dollars, (y) [reserved] or (z) a Dollar Amount of $500,000 or a whole multiple of a Dollar Amount of $100,000 in excess thereof if denominated in an Alternative Currency. 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of Term Benchmark Loans, (ii) the requested date (in of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If (x) |US-DOCS\134569911.8148772134.4|| with respect to any Term Benchmark Loans denominated in Dollars, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans, and (y) with respect to any Term Benchmark Loans denominated in any Alternative Currency, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable tranche of Revolving Loans shall be converted to a Term Benchmark Loan with an Interest Period of one month. 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 Term Benchmark Loans. If the Borrower requests a conversion to, or continuation of Term Benchmark 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. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (b) 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 Eurodollar the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate LoanLoans or continuation of Loans described in Section 2.05(a). . (c) Except as otherwise provided herein, a Conversion/Continuation Notice Term Benchmark Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch Term Benchmark Loan. Upon the occurrence and during the continuation of an Event of Default, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice Borrower that no Loans denominated in Dollars may be converted to or continued as Term Benchmark Loans. This Section shall not apply to Swing Line Loans or Protective Advances, which may not be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on converted 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event Each conversion of Default shall have occurred and then be continuing, 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 Loans from one Type to another, and each continuation of Loan Term Benchmark Loans shall be made upon the Borrower’s irrevocable notice to another Type of Loan; providedthe Administrative Agent, a Eurodollar Rate Loan which may only be given in writing; provided that Revolving Loans denominated in an Alternative Currency may not be converted into Base Rate Loans. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time, in the case of Loans denominated in Dollars, or London time, in the case of Loans denominated in an Alternative Currency) on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration requested date of any Interest Period applicable conversion of Term Benchmark Loans to any Eurodollar Base Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 Loans and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no not later than 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) and at least three Business Days prior to the requested date of continuation of any Term Benchmark Loans or any conversion of Base Rate Loans to Term Benchmark Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in advance the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the proposed conversionBorrower. Each conversion to or continuation of (x) Term Benchmark Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, if denominated in Dollars, (y) [reserved] or (z) a Dollar Amount of $500,000 or a whole multiple of a Dollar Amount of $100,000 in excess thereof if denominated in an Alternative Currency. 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of Term Benchmark Loans, (ii) the requested date (in of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If (x) with respect to any Term Benchmark Loans denominated in Dollars, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans, and (y) with respect to any Term Benchmark Loans denominated in any Alternative Currency, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable tranche of Revolving Loans shall be converted to a Term Benchmark Loan with an Interest Period of one month. 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 Term Benchmark Loans. If the Borrower requests a conversion to, or continuation of Term Benchmark 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. No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (b) 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 Eurodollar the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate LoanLoans or continuation of Loans described in Section 2.05(a). . (c) Except as otherwise provided herein, a Conversion/Continuation Notice Term Benchmark Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch Term Benchmark Loan. Upon the occurrence and during the continuation of an Event of Default, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice Borrower that no Loans denominated in Dollars may be converted to or continued as Term Benchmark Loans. This Section shall not apply to Swing Line Loans or Protective Advances, which may not be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on converted 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, Borrower Company shall have the option: (i) to convert at any time on the last day of an Interest Period all or any part of any Loan equal to $5,000,000 5 million and integral multiples of $1,000,000 5 million in excess of that amount from one Type of Loan Base Rate Loans to another Type of LoanEurodollar Rate Loans, or vice versa; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower Company 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 Eurodollar Rate 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 Eurodollar Rate Loan. Notwithstanding the foregoing, there shall be no more than nine (9) separate Eurodollar Loans in existence at any one time. (b) Subject to clause (c) below, Borrower Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 11:00 a.m. (New York City time) 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 conversionConversion/continuation date Continuation Date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. (c) . Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower Company may give Administrative Agent telephonic notice by the required time of prior to any proposed conversion/continuation; provided provided, each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation applicable Notice to Administrative Agent on or before the close applicable date 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once givencontinuation or conversion. Neither Administrative Agent nor any Lender shall incur any liability to Borrower Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower Company or for otherwise acting in good faith.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, Borrower Company shall have the option: option (ia) to convert at any time all or any part of any Class of Loans from one Type of Loan equal to another Type of Loan, provided, that partial conversions of Base Rate Loans shall be in the aggregate principal amount of $5,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount and the aggregate principal amount of the resulting Eurodollar Rate Loans outstanding in respect of any one (1) Interest Period shall be at least $2,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loanamount; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or or (iiB) upon the expiration of any Interest Period applicable to any a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to as a Eurodollar Rate Loan; provided, (1) a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto and (2) the aggregate principal amount of the resulting Eurodollar Rate Loans outstanding in respect of any one Interest Period shall be at least $5,000,000 2,000,000 and integral CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower amount. Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any a Eurodollar Rate Loans Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. . After the occurrence of and during the continuation of an Event of Default, unless the Requisite Lenders otherwise consent, (ci) Any Company may not elect to have a Loan be made or maintained as, or converted to, a Eurodollar Rate Loan after the expiration of any Interest Period then in effect for that Loan; and (ii) any Funding Notice or Conversion/Continuation Notice given by Company with respect to a requested borrowing or conversion/continuation that has not yet occurred shall be executed deemed to be rescinded by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithCompany.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event Each conversion of Default shall have occurred and then be continuing, 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 Loans from one Type to another, and each continuation of Loan SOFR Loans or Alternative Currency Loans shall be made upon the Borrower’s irrevocable notice to another Type of Loan; providedthe Administrative Agent, a Eurodollar Rate Loan which may only be given in writing; provided that Revolving Loans denominated in an Alternative Currency may not be converted on into Base Rate Loans or SOFR Loans. Each such notice must be received by the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no not later than 1:00 p.m. (New York City time) at least one Business Day in advance on the requested date of the proposed any conversion date (in the case of a conversion SOFR Loans to a Base Rate LoanLoans, not later than 1:00 p.m. (New York City time) two Business Days prior to the requested date of continuation of any SOFR Loans or any conversion of Base Rate Loans to SOFR Loans and at least not later than 1:00 p.m. (New York City time) three Business Days prior to the requested date of any continuation of any Alternative Currency Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in advance the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the proposed conversionBorrower. Each conversion to or continuation of SOFR Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each conversion of Alternative Currency Loans shall be in a Dollar Amount of $500,000 or a whole multiple of a Dollar Amount 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of SOFR Loans or Alternative Currency Loans, as applicable, (ii) the requested date (in of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If (x) with respect to any SOFR Loans denominated in Dollars, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans and (y) with respect to any Alternative Currency Loans, the Borrower fails to give a timely notice requesting a conversion or continuation, then such Alternative Currency Loans shall be converted or continued as Alternative Currency Loans in their original currency with an Interest Period of one (1) month. 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 or Alternative Currency Term Rate Loans, as applicable. If the Borrower requests a conversion to, or continuation of SOFR Loans or Alternative Currency Loans, as applicable, 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. (b) 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 Eurodollar the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate LoanLoans or continuation of Loans described in Section 2.05(a). . (c) Except as otherwise provided herein, a Conversion/Continuation Notice SOFR Loan or Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch SOFR Loan or Alternative Currency Term Rate Loan, or as applicable. Upon the occurrence and during the continuation ofof an Event of Default, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice shall Borrower that no Loans denominated in Dollars may be promptly confirmed in writing by delivery of the Conversion/Continuation Notice converted to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued as SOFR Loans.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, Borrower Company 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 (when aggregated for all Lenders holding Loans of one Type) in excess of that amount from one Type of Loan to another Type of Loan; provided, a -------- Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 (when aggregated for all Lenders holding such Loan) in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . Notice of receipt of each Conversion/Continuation Notice in respect of Loans, together with the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable interest rate and Interest Period, shall be executed provided by an Authorized Officer in a writing delivered Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00 PM (New York City time) on the same day as Administrative Agent. In lieu 's receipt of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithfrom Company.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, Borrower Company shall have the option: (i) to convert at any time all or any part of any Senior Loan equal to $5,000,000 and integral multiples of $1,000,000 (when aggregated for all Lenders holding Loans of one Type) in excess of that amount from one Type of Senior Loan to another Type of Senior Loan; providedPROVIDED, a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 Eurodollar Rate Loan, to continue all or any portion of such Senior Loan equal to $5,000,000 and integral multiples of $1,000,000 (when aggregated for all Lenders holding such Loan) in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . Notice of receipt of each Conversion/Continuation Notice in respect of Senior Loans, together with the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable interest rate and Interest Period, shall be executed provided by an Authorized Officer in a writing delivered Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00 PM (New York City time) on the same day as Administrative Agent. In lieu 's receipt of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithfrom Company.

Conversion/Continuation. (a) Subject to Section 2.15 2.17 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, Borrower the Borrowers 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 (plus the amount representing PIK Interest added to the principal amount of the Loans pursuant to Section 2.6(b)) from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower the 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower The Borrowers shall deliver a Conversion/Continuation Notice to the Administrative Agent telephonic notice no later than 1:00 p.m. 12:00 noon (New York City time) ), followed by a Conversion/Continuation Notice, 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 two Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, any such telephonic notice and/or a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower the Borrowers shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . Notice of receipt of each Conversion/Continuation Notice in respect of Loans, the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable interest rate and Interest Period, shall be executed provided by an Authorized Officer in a writing delivered the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00 PM (New York City time) on the same day as the Administrative Agent. In lieu 's receipt of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on or before from 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithBorrowers.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing2.18, 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 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) belowSection 2.24, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 12:00 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and 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 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 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 Borrower, then, so long as an Event of Default is continuing (i) no outstanding Loan may be converted to or continued as a Eurodollar Rate Loan and (ii) unless repaid, each Eurodollar Rate Loan shall be executed by an Authorized Officer in converted to a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by Base Rate Loan at the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery end of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faiththen current Interest Period applicable thereto.

Conversion/Continuation. (a) Subject to Section 2.15 and so So long as no Specified Event of Default shall have has occurred and then be is continuing, the Borrower shall have the option: option to (i) to convert at any time all or any part of the outstanding Loans from Index Rate Loans to LIBOR Loans, (ii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 2.9(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iii) continue all or any portion of any Loan equal as a LIBOR Loan upon the expiration of the applicable LIBOR Period, and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type such amount. Any such election must be made by 11:00 a.m. (New York time) on the third Business Day prior to (1) the date of any proposed Loan which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Index Rate Loan to another Type of Loan; provided, a Eurodollar Rate LIBOR Loan may only be converted for a LIBOR Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the expiration third Business Day prior to the end of the Interest LIBOR Period with respect thereto (or if an Event of Default has occurred and is continuing), the Borrower shall be deemed to have elected to continue such Loan as a LIBOR Loan pursuant to clause (iii) above with the same duration LIBOR Period as the LIBOR Period applicable to such Eurodollar Rate the Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (being continued. In each case except in the case of a conversion deemed election in accordance with the preceding sentence, the Borrower must make such election by notice to a Base Rate Loan) and at least three Business Days the Administrative Agent in advance of the proposed conversion/continuation date (writing, by telecopy or overnight courier and, in the case of any conversion or continuation, such election must be made pursuant to a conversion to, or written notice (a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a “Notice of Conversion/Continuation Notice for conversion to, Continuation”) in the form of Exhibit L. No Loan may be made as or continuation of, any Eurodollar Rate Loans shall be irrevocable on and converted into a LIBOR Loan until after five (5) Business Days following the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. Closing Date (c) Any Conversion/Continuation Notice shall be executed unless otherwise agreed by an Authorized Officer in a writing delivered to the Administrative Agent. In lieu ) and, until the earlier of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice ninety (90) days following the Closing Date and completion of primary syndication of the Loans as determined by the required time Administrative Agent, no Loan may be converted into or continued as a LIBOR Loan that has an interest period of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithmore than one month.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified 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 Eurodollar Rate RateSOFR Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate RateSOFR 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 Eurodollar Rate RateSOFR 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 Eurodollar Rate RateSOFR Loan. (b) Subject to clause (c) below, The Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 1:00 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 conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate RateSOFR 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 RateSOFR Loan, the requested Interest Period, and (v) in the case of a conversion to, or a continuation of, a Eurodollar RateSOFR 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 Eurodollar Rate RateSOFR 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. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 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 an Authorized Officer or other person Person authorized to act on behalf of the Borrower or for otherwise acting in good faithfaith under this Section 2.7(b), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a conversion or continuation, as the case may be, hereunder.

Conversion/Continuation. (a) Subject to Section 2.15 and so So long as no Specified Event of Default shall have has occurred and then be is continuing, the Borrower shall have the option: option to (i) to convert at any time all or any part of the outstanding Loans from Index Rate Loans to LIBOR Loans, (ii) convert any LIBOR Loan to an Index Rate Loan, subject to payment of LIBOR breakage costs in accordance with Section 2.9(d) if such conversion is made prior to the expiration of the LIBOR Period applicable thereto, or (iii) continue all or any portion of any Loan equal as a LIBOR Loan upon the expiration of the applicable LIBOR Period, and the succeeding LIBOR Period of that continued Loan shall commence on the first day after the last day of the LIBOR Period of the Loan to be continued. Any Loan or group of Loans having the same proposed LIBOR Period to be made or continued as, or converted into, a LIBOR Loan must be in a minimum 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 Eurodollar Rate Loan may only such amount. Any such election must be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. made by 11:00 a.m. (New York City time) at least one on the third Business Day in advance of prior to (1) 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided Loan which is to bear interest at the LIBOR Rate, (2) the end of each LIBOR Period with respect to any LIBOR Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Index Rate Loan to a LIBOR Loan for a LIBOR Period designated by the Borrower in such notice election. If no election is received with respect to a LIBOR Loan by 11:00 a.m. (New York time) on the third Business Day prior to the end of the LIBOR Period with respect thereto (or if an Event of Default has occurred and is continuing), that LIBOR Loan shall be promptly confirmed in writing converted to an Index Rate Loan at the end of its LIBOR Period. The Borrower must make such election by delivery of notice to the Conversion/Continuation Notice to Administrative Agent on in writing, by telecopy 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 governovernight courier. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a "Notice of Conversion/Continuation Notice Continuation") in the form of Exhibit L. No Loan may be made as or converted into a LIBOR Loan until after five (5) Business Days following the Effective Date (unless otherwise agreed by the Administrative Agent) and, until the earlier of ninety (90) days following the Closing Date and completion of primary syndication of the Loans as determined by the Administrative Agent, no Loan may be converted into or continued as a LIBOR Loan that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf has an interest period of Borrower or for otherwise acting in good faithmore than one month.

Conversion/Continuation. (a) Subject to Section 2.15 the provisions of subsections 2.2E and so long as no Specified Event of Default shall have occurred and then be continuing2.6, Borrower shall have the option: (i) if any Eurodollar Rate Loan is to convert at be made or continued on any time all date in which one or any part of any more Base Rate Loans are outstanding, each outstanding Base Rate 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, shall be automatically converted into a Eurodollar Rate Loan may only be converted on such date and, subject to the expiration provisions of subsection 2.2B, shall have the Interest Period applicable specified in a written notice delivered by the Borrower to the Agent at least 3 days prior to such date or, if no such notice was timely delivered, the same Interest Period as the Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any to be made or continued on such conversion; or date and (ii) upon if any Base Rate Loan has been outstanding for 27 days, such Base Rate Loan shall be automatically converted into a Eurodollar Rate Loan on the 30th day after the making of such Loan and shall have the Interest Period specified in a written notice delivered by the Borrower to the Agent by the 27th day after the making of such Loan or, if no such notice was timely delivered, an Interest Period of one month. Notwithstanding anything to the contrary contained in this section 2.2, no Loan (other than Loans made pursuant to subsection 3.3B to reimburse an Issuing Lender) may be made as a Base Rate Loan during the period from December 24 of any year to and including January 7 of the next succeeding year. Upon the expiration of any Interest Period applicable to any a Eurodollar Rate Loan, to the Borrower shall 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, . The Borrower shall deliver a Conversion/Notice of Continuation Notice to Administrative the Agent no later than 1:00 p.m. 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 for the applicable Eurodollar Rate Loan. A Notice of Continuation shall specify (i) the proposed continuation date (which shall be a Business Day), (ii) the amount of the Eurodollar Rate Loan to be continued, (iii) the requested Interest Period, and (iv) that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering the above-described Notice of Continuation, the Borrower may give the Agent telephonic notice by the required time of any proposed continuation under this subsection 2.2D; PROVIDED, HOWEVER, that such notice shall be promptly confirmed in writing by delivery of a Notice of Continuation to the Agent on or before the proposed continuation date. Upon receipt of written or telephonic notice of any proposed continuation under this subsection 2.2D, the Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Agent nor any Lender shall incur any liability to the Borrower or any of its Affiliates in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice the Borrower shall have effected a continuation, as the case of a conversion tomay be, or a continuation of, a Eurodollar Rate Loan)hereunder. Except as otherwise provided hereinin subsections 2.2E, 2.6B and 2.6C, a Conversion/Notice of Continuation Notice for conversion to, or continuation of, any of a Eurodollar Rate Loans Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified 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 Eurodollar Rate RateSOFR Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate RateSOFR 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 Eurodollar Rate RateSOFR 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 Eurodollar Rate RateSOFR Loan. (b) Subject to clause (c) below, the Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 1:00 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 Eurodollar Rate RateSOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate RateSOFR Loans shall be irrevocable on and after the related Interest Rate RatePeriodic Term SOFR Determination DateDateDay, 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 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 an Authorized 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 any such proposed conversion/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 and so long as no Specified Event Each conversion of Default shall have occurred and then be continuing, 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 Loans from one Type to another, and each continuation of Loan Term Benchmark Loans shall be made upon the Borrower’s irrevocable notice to another Type of Loan; providedthe Administrative Agent, a Eurodollar Rate Loan which may only be converted on given in writing. Each such notice must be received by the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no not later than 1:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (time in the case of a conversion to a Base Rate Loan) and at least three Business Days Loans denominated in advance of the proposed conversion/continuation date (Dollars, or London time in the case of any Borrowing denominated in Euros or another Alternative Currency) on the requested date of any conversion of Term Benchmark Loans to Base Rate Loans and not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any Term Benchmark Loans or any conversion of Base Rate Loans to Term Benchmark Loans denominated in Dollars. Each notice by the Borrower pursuant to this Section 2.02(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 Term Benchmark Loans shall 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of Term Benchmark 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 be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If (x) with respect to any Term Benchmark Loans denominated in Dollars, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans or (y) with respect to any Term Benchmark Loans denominated in any Alternative Currency, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable tranche of Term Loans shall be converted to, a Term Benchmark Loan with an Interest Period of one month. 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 Term Benchmark Loans. If the Borrower requests a conversion to, or continuation of Term Benchmark 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. (b) 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 Eurodollar the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate LoanLoans or continuation of Loans described in Section 2.02(a). . (c) Except as otherwise provided herein, a Conversion/Continuation Notice Term Benchmark Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch Term Benchmark Loan. Upon the occurrence and during the continuation of an Event of Default, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice shall Borrower that no Loans denominated in Dollars may be promptly confirmed in writing by delivery of the Conversion/Continuation Notice converted to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued as Term Benchmark Loans.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event Each conversion of Default shall have occurred and then be continuing, 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 Loans from one Type to another, and each continuation of Loan Term SOFR Rate Loans shall be made upon the Borrower Representative’s irrevocable notice to another Type of Loan; providedthe Administrative Agent, a Eurodollar Rate Loan which may only be converted on given in writing. Each such notice must be received by the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no not later than 1:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (time in the case of a Loans denominated in Dollars) on the requested date of any conversion of Term SOFR Rate Loans to a Base Rate Loan) Loans and at least not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any Term SOFR Rate Loans or any conversion of Base Rate Loans to Term SOFR Rate Loans denominated in advance Dollars. Each notice by the Borrower Representative pursuant to this Section 2.02(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 proposed conversionBorrower Representative. Each conversion to or continuation of Term SOFR Rate Loans shall 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) whether the Borrower Representative is requesting a conversion of Loans from one Type to the other, or a continuation of Term SOFR Rate Loans, (ii) the requested date (in of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Representative fails to 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 Term SOFR Rate Loans. If the Borrower Representative requests a conversion to, or continuation of Term SOFR Rate 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. (b) 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 Representative, a Eurodollar the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate LoanLoans or continuation of Loans described in Section 2.02(a). . (c) Except as otherwise provided herein, a Conversion/Continuation Notice Term SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch Term SOFR Rate Loan. Upon the occurrence and during the continuation of an Event of Default, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice shall Borrower Representative that no Loans denominated in Dollars may be promptly confirmed in writing by delivery of the Conversion/Continuation Notice converted to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued as Term SOFR Rate Loans.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, . (i) The Borrower shall have the option: (i) option to convert at any time all or any part of any Loan Revolving Loans or any Initial Term Loan, in each case, equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from or greater than [REDACTED – Dollar Amount]from one Type of Loan to another Type of Loan; provided, a Eurodollar Eurocurrency Rate Loan or Bankers’ Acceptance Loan, as applicable, may only be converted on the expiration of the Interest Period or BA Period applicable to such Eurodollar Rate Loan thereto 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 or BA Period applicable to any Eurodollar Eurocurrency Rate Loan or Bankers’ Acceptance Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 or greater than [REDACTED – Dollar Amount]as a Eurocurrency Rate Loan or Bankers’ Acceptance Loan; provided, that, in excess of that amount as each case, no such continuation or conversion shall be made in a Eurodollar Rate Loandifferent currency than the subject Borrowing. (b) Subject to clause (c) belowSection 3.2(b), the Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 10:00 a.m. (New York City time) at least one Business Day [REDACTED – Time Period] in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan or Canadian Prime Rate Loan) and at least three Business Days in advance ), [REDACTED – Time Period] of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate Loan or Bankers’ Acceptance Loan)) and in the case of an election to convert to or continue as a Eurocurrency Rate Loan in a Designated Foreign Currency, [REDACTED – Time Period] 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 Eurodollar 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 Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing has not been delivered to Administrative Agent. In lieu Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of delivering a Conversion/Continuation Noticeinterest, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each then for that day such notice Loan shall be promptly confirmed a Base Rate Loan or Canadian Prime Rate Loan, as applicable (or in writing by delivery of the Conversion/Continuation Notice to 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 givena Designated Alternate Foreign Currency Loan, if Borrower provides telephonic notice a Borrowing in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faiththe applicable currency bearing interest at the Designated Foreign Currency Alternate Rate).

Conversion/Continuation. (a) Subject to Section 2.15 and 2.18 and, in the case of conversions to or continuations of Eurocurrency Rate Loans denominated in Dollars or Canadian Dollars, so long as no Specified Default or Event of Default shall have occurred and then be continuing, 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 Revolving Loan equal to $5,000,000 the Borrowing Minimum and integral multiples of $1,000,000 the Borrowing Multiple in excess of that amount from one Type of Loan to another Type of Loan; provided, provided that (x) a Eurodollar Eurocurrency Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Eurocurrency Rate Loan unless Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversionconversion and (y) a Loan denominated in one currency may not be converted into a Loan denominated in a different currency; or (ii) upon the expiration of any Interest Period applicable to any Eurodollar Eurocurrency Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 the Borrowing Minimum and integral multiples of $1,000,000 the Borrowing Multiple in excess of that amount as a Eurodollar Eurocurrency Rate Loan; provided that a Loan denominated in one currency may not be continued as a Loan denominated in a different currency. (b) Subject to clause (c) belowSection 3.2(b), Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. (New York City timeby the time 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 Revolving 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 conversionLoan resulting from such Conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan)Continuation Notice. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Eurocurrency Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing has not been delivered to Administrative Agent. In lieu Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of delivering a Conversion/Continuation Noticeinterest, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each then for that day such notice Loan shall be promptly confirmed (i) if such Loan is denominated in writing by delivery Dollars, a Base Rate Loan, (ii) if such Loan is denominated in Canadian Dollars, a CPR Loan and (iii) if such Loan is denominated in an Alternative Currency (other than Canadian Dollars), a Eurocurrency Rate Loan having an Interest Period of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithone month.

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to Section 2.15 another, and so long as no Specified Event each continuation of Default Term SOFR Rate Loans shall have occurred and then be continuingmade upon the Borrower’s irrevocable notice to the Administrative Agent, Borrower shall have which may only be given in writing provided that in the option: case of Initial Term Loans, (i) the Initial Term Loans shall automatically continue at an Interest Period of 3 months Term SOFR Rate (unless otherwise agreed to convert at any time all or any part by the Initial Lender) and (ii) no conversion of any Initial 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 may be made and no Conversion/Continuation Notice relating thereto may be delivered without the prior written consent of the Initial Lender. 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 Term SOFR Rate Loans to Base Rate Loans and not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any Term SOFR Rate Loans or any conversion of Base Rate Loans to Term SOFR Rate Loans denominated in Dollars. Each notice by the Borrower pursuant to this Section 2.02(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 Term SOFR Rate Loans shall 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of Term SOFR Rate 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 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 Eurodollar Rate Loan may only be converted on if applicable, and (vi) if applicable, the expiration duration of the Interest Period applicable to such Eurodollar with respect thereto provided that the Borrower may not select an Interest Period other than three months for an Initial Term Loan without the prior written consent of the Initial Lender. If the Borrower requests a conversion to, or continuation of Term SOFR Rate Loan unless Borrower shall pay all amounts due under Section 2.15 Loans in connection with any such conversion; or (ii) upon the expiration of any Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period applicable to any 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 Eurodollar Rate Loanthree months. (b) Subject to clause (c) below, Borrower shall deliver Following receipt of a Conversion/Continuation Notice to Notice, the Administrative Agent no later than 1:00 p.m. (New York City time) at least one Business Day in advance 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 2.02(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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice Term SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch Term SOFR Rate Loan. Notwithstanding anything to the contrary in this Agreement, or continuation ofno Initial Term Loan that is a Term SOFR Rate Loan may be converted into a Base Rate Loan, any Eurodollar Rate Loans shall be irrevocable on and after whether at the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery request of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithautomatically, without the prior written consent of the Initial Lender.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event Each conversion of Default shall have occurred and then be continuing, 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 Loans from one Type to another, and each continuation of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only Loans shall be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) made upon the expiration Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone, or (B) a Conversion/ Continuation Notice; provided that any telephonic notice by the Borrower must be confirmed immediately by delivery to the Administrative Agent of any Interest Period applicable to any 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Notice. Each such notice must be received by the Administrative Agent no (i) not later than 1:00 p.m. 12:00 noon (New York City time) at least one (1) Business Day prior to the requested date of any conversion of Eurodollar Rate Loans to Base Rate Loans and (ii) not later than 12:00 noon (New York City time) three (3) Business Days prior to the requested date of continuation of any Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in advance the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the proposed Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date (in of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to a Base Rate Loan) and at least three Business Days in advance Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the proposed conversion/continuation date (last day of the Interest Period then in effect with respect to the case of applicable Eurodollar Rate Loans. If the Borrower requests a conversion to, or a continuation of, a of Eurodollar Rate LoanLoans 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 (1) month. (b) 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 is provided by the Borrower, the 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). . (c) Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall Loan may be irrevocable continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. Upon the occurrence and after during the related Interest Rate Determination Datecontinuation of an Event of Default, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give the Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice Borrower that no Loans may be converted to or continued as Eurodollar Rate Loans. This Section shall not apply to Swing Line Loans, which may not be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on converted 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued.

Conversion/Continuation. (a) Subject to Section 2.15 2.16 and (with respect to continuations of, or conversions into, Eurodollar Rate Loans) so long as no Specified Event of Default shall have occurred and then be continuing, Borrower Borrowers shall have the option: (i) to convert at any time all or any part of any Revolving Loan in a minimum amount equal to five hundred thousand Dollars ($5,000,000 500,000) and integral multiples of fifty thousand Dollars ($1,000,000 50,000) in excess of that amount or, if different, the entire amount of the Revolving Loan being converted, from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower Borrowers 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 Eurodollar Rate Loan, to continue all or any portion of such Revolving Loan in a minimum amount equal to five hundred thousand Dollars ($5,000,000 500,000) and integral multiples of fifty thousand Dollars ($1,000,000 50,000) in excess of that amount or, if different, the entire amount of the Revolving Loan being continued, as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower Borrowers shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 11:00 a.m. (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 conversionConversion/continuation date Continuation Date (in the case of a conversion to, or a continuation of, 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 an Eurodollar Rate Loan). Except Subject to the foregoing, in the event that the applicable Borrower shall not deliver a Conversion/Continuation Notice with respect to any Eurodollar Rate Loan as otherwise provided hereinabove, such Eurodollar Rate Loan (unless repaid) shall automatically be continued as a Eurodollar Rate Loan with a one month Interest Period at the expiration of the then current Interest Period. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans Loan (or telephonic notice in lieu thereof) shall be irrevocable revocable on and after the related Interest Rate Determination Date, and ; provided that the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewiththerewith unless such Borrower compensates Lenders in accordance with Section 2.16(c). (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Specified Event of Default shall have occurred and then be continuing, Borrower the Borrowers shall have the option: : (i) to convert at any time all or any part of any Term Loan or Revolving Loan denominated in Dollars 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 Eurodollar Rate Eurocurrency RateTerm SOFR Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Eurocurrency RateTerm SOFR Loan unless Borrower the Borrowers shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or or (ii) upon the expiration of any Interest Period applicable to any Eurodollar Eurocurrency Rate Loan or Term SOFR Loan, to continue all or any portion of such Loan equal to $5,000,000 (or €5,000,000 with respect to any drawing in Euro) and integral multiples of $1,000,000 (or €1,000,000 with respect to any drawing in Euro) in excess of that amount as a Eurodollar Eurocurrency Rate Loan or Term SOFR Loan, as applicable; 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; provided, further, that if the Borrower wishes to request (x) Eurocurrency Rate Loans having an Interest Period other than one, twothree or six months in duration as provided in the definition of “Interest Period,” or (y) Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (New York City time) four Business Days prior to the requested date of such Loan, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. (New York City time), three Business Days before the requested date of such Loan, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. (b) Subject to clause (c) below, The applicable Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent with respect to Loans, no later than 1:00 p.m. 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 (3) Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate Loan or Term SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Eurocurrency Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.77

Conversion/Continuation. (a) Subject to Section 2.15 2.19 and so long as no Specified 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 Term Loan of any Class equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Term Loan to another Type of Term Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such 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 Eurodollar Rate Loan, to continue all or any portion of such Term Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, the Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 1:00 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any 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 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. (c) Any Conversion/Continuation Notice shall be executed by an Authorized a Responsible Officer 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 any such proposed conversion/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 No-▇▇▇▇ 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 Company may on any Business Day, upon notice given to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, Borrower shall have the option: Administrative Agent not later than (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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 11:00 A.M. (New York City time) at least one on the same Business Day in advance as the date of the proposed conversion date (Conversion in the case of a conversion to a Conversion of Eurocurrency Rate Loans into Base Rate LoanLoans, and (ii) and at least three 1:00 P.M. (New York City time) on the third Business Days in advance Day prior to the date of the proposed conversion/continuation date (Conversion in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Conversion of Base Rate Loans into Eurocurrency Rate Loans or of Eurocurrency Rate Loans of one Interest Period into Eurocurrency Rate Loans of another Interest Period or the continuation of Eurocurrency Rate Loans as Eurocurrency Rate Loans with the same Interest Period, as the case may be, and subject to the provisions of Sections 2.7, 2.14 and 2.15, Convert all Loans of one Type comprising the same Revolving Credit Borrowing into Loans of the other Type; provided, however, that any Conversion of any Eurocurrency Rate Loans into Base Rate Loans or into Eurocurrency Rate Loans of another Interest Period shall be irrevocable on and after the related Interest Rate Determination Datemade on, and Borrower only on, the last day of an Interest Period for such Eurocurrency Rate Loans. Promptly upon receipt from Company of a notice of a proposed Conversion hereunder, Administrative Agent shall give notice of such proposed Conversion to each Lender. Each such notice of a Conversion shall, within the restrictions set forth above, specify (x) the date of such Conversion (which shall be bound a Business Day), (y) the Loans to effect a conversion or continuation be Converted, and (z) if such Conversion is into Eurocurrency Rate Loans, the duration of the initial Interest Period for each such Loan. Company may Convert all Eurocurrency Rate Loans of any one Lender into Base Rate Loans of such Lender in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed with the provisions of Section 2.14 by an Authorized Officer complying with the procedures set forth therein and in a writing delivered this Section 2.8 as though each reference in this Section 2.8 to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time Loans of any proposed conversion/continuation; provided each Type was to such Loans of such Lender. Each such notice shall be promptly confirmed in writing by delivery of Conversion shall, subject to the Conversion/Continuation Notice to Administrative Agent on or before the close provisions of business on the date that the telephonic notice is given. In the event of a discrepancy between the telephone notice Sections 2.7 and the written Conversion/Continuation Notice2.14, the written Conversion/Continuation Notice shall govern. In the case of any Conversion/Continuation Notice that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized and binding on behalf of Borrower or for otherwise acting in good faithCompany.

Conversion/Continuation. (a) Subject Each Borrower may elect (i) at any time to Section 2.15 convert its Domestic Base Rate Loans (other than Swing Loans) or Foreign Base Rate Loans or any portion thereof to Eurocurrency Rate Loans, or (ii) at the end of any applicable Interest Period, to convert Eurocurrency Rate Loans or any portion thereof into Domestic Base Rate Loans or Foreign Base Rate Loans, as the case may be, or to continue such Eurocurrency Rate Loans or any portion thereof for an additional Interest Period; PROVIDED, HOWEVER, that (A) at the time of such conversion under clause (i) above no Default or Event of Default shall then exist and so long (B) the aggregate amount of the Eurocurrency Loans for each Interest Period must be (x) in the case of Loans under the US Facilities, in the amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of Loans under the Foreign Revolving Credit Facility, in the amount of $1,500,000 or an integral multiple of $100,000 in excess thereof. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender's Ratable Portion of the applicable Facility. Each such election shall be in substantially the form of Exhibit F (FORM OF NOTICE OF CONVERSION/CONTINUATION) hereto (a "NOTICE OF CONVERSION/ CONTINUATION") and shall be made by giving to (i) in respect of US Revolving Loans and Term Loans, the Domestic Administrative Agent and (ii) in respect of Foreign Revolving Loans, the Foreign Administrative Agent, in each case at least three Business Days prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of Eurocurrency Rate Loans, the applicable Interest Period, and (C) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Rate Loans, shall also be the last day of the applicable Interest Period). (b) The relevant Administrative Agent shall promptly notify each Lender of its receipt of a Notice of Conversion/Continuation and of the options selected therein. Notwithstanding the foregoing, (i) to facilitate the syndication of the Facilities, no conversion in whole or in part of Domestic Base Rate Loans or Foreign Base Rate Loans to Eurocurrency Rate Loans shall be permitted during the first month after the Closing Date and thereafter and until the Syndication Completion Date conversions or continuations shall be limited to Eurocurrency Loans with Interest Periods of one month or less (except as otherwise agreed by the Syndication Agent) and (ii) no Specified conversion in whole or in part of Domestic Base Rate Loans or Foreign Base Rate Loans to Eurocurrency Rate Loans, and no continuation in whole or in part of Eurocurrency Rate Loans upon the expiration of any applicable Interest Period, shall be permitted at any time at which (i) a Default or an Event of Default shall have occurred and then be continuing, Borrower shall have the option: (i) to convert at any time all continuing 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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 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) 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 Eurodollar Rate Loan). Except as otherwise provided hereinor conversion into, a Conversion/Continuation Notice for conversion to, or continuation of, would violate any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on or before the close provisions 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.Section 2.14 (

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Specified Event of Default shall have occurred and then be continuing, 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 $1,000,000 100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount as a Eurodollar Rate Loan; provided, that during the continuance of any Default, the Borrower shall have the option to convert all or any party of any Term Loan or Revolving Loan from a Base Rate Loan to a Eurodollar Rate Loan in accordance with clause (i) above or to continue any Eurodollar Rate Loan in accordance with clause (ii) above, in each case, to the extent that (x) such converted or continued Eurodollar Rate Loan shall not have an Interest Period longer than one month and (y) the Borrower shall only be permitted to exercise such option one time during the continuance of any such Default. No provision of this Section 2.8 shall prevent any Eurodollar Rate Loan from being converted to a Base Rate Loan at the end of the applicable Interest Period. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 10:00 a.m. (New York City time) 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 two Business Days in advance of the proposed conversionConversion/continuation date Continuation Date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, Borrower Company shall have the option: option (ia) to convert at any time all or any part of any Class of Loans from one Type of Loan equal to another Type of Loan, PROVIDED, that partial conversions of Base Rate Loans shall be in the aggregate principal amount of $5,000,000 1,000,000 and integral multiples of $100,000 in excess of that amount and the aggregate principal amount of the resulting Eurodollar Rate Loans outstanding in respect of any one Interest Period shall be at least $2,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loanamount; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or or (iib) upon the expiration of any Interest Period applicable to any a Eurodollar Rate Loan, to continue all or any portion of such Loan equal to as a Eurodollar Rate Loan; PROVIDED, (1) a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto and (2) the aggregate principal amount of the resulting Eurodollar Rate Loans outstanding in respect of any one Interest Period shall be at least $5,000,000 2,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower amount. Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any a Eurodollar Rate Loans Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower Company shall be bound to effect a conversion or continuation in accordance therewith. . After the occurrence of and during the continuation of a Default or an Event of Default, unless the Requisite Lenders otherwise consent, (ci) Any Company may not elect to have a Loan be made or maintained as, or converted to, a Eurodollar Rate Loan after the expiration of any Interest Period then in effect for that Loan; and (ii) any Funding Notice or Conversion/Continuation Notice given by Company with respect to a requested borrowing or conversion/continuation that has not yet occurred shall be executed deemed to be rescinded by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithCompany.

Conversion/Continuation. (a) Subject to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, . (i) The applicable Borrower shall have the option: (i) option to convert at any time all or any part of any Loan Revolving Loans or any Initial Term Loan, in each case, equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount or greater than [REDACTED – Dollar Amount] from one Type of Loan to another Type of Loan; provided, a Eurodollar Eurocurrency Rate Loan or Bankers’ Acceptance Loan, as applicable, may only be converted on the expiration of the Interest Period or BA Period applicable to thereto unless such Eurodollar Rate Loan unless 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 or BA Period applicable to any Eurodollar Eurocurrency Rate Loan or Bankers’ Acceptance 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 or greater than [REDACTED – Dollar Amount] as a Eurodollar Eurocurrency Rate Loan or Bankers’ Acceptance Loan; provided, that, in each case, no such continuation or conversion shall be made in a different currency than the subject Borrowing. (b) Subject to clause (c) belowSection 3.2(b), the applicable Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 10:00 a.m. (New York City time) at least one Business Day [REDACTED – Time Period] in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan or Canadian Prime Rate Loan) and ), at least three Business Days [REDACTED – Time Period] in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate Loan or Bankers’ Acceptance Loan)) and in the case of an election to convert to or continue as a Eurocurrency Rate Loan in a Designated Foreign Currency, [REDACTED – Time Period] 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 Eurodollar 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 such Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing has not been delivered to Administrative Agent. In lieu Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of delivering a Conversion/Continuation Noticeinterest, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each then for that day such notice Loan shall be promptly confirmed a Base Rate Loan or Canadian Prime Rate Loan, as applicable (or in writing by delivery of the Conversion/Continuation Notice to 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 givena Designated Foreign Alternate Currency Rate Loan, if Borrower provides telephonic notice a Borrowing in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faiththe applicable currency bearing interest at the Designated Foreign Currency Alternate Rate).

Conversion/Continuation. (a) Subject Each conversion of Loans from one Type to another, and each continuation of Term SOFR Loans shall 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 Term SOFR Loans to Base Rate Loans and not later than 2:00 p.m. three U.S. Government Securities Business Days prior to the requested date of continuation of any Term SOFR Loans or any conversion of Base Rate Loans to Term SOFR Loans. Each notice by the Borrower pursuant to this Section 2.15 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and so long as no Specified Event signed by a Responsible Officer of Default the Borrower. Each conversion to or continuation of Term SOFR Loans shall have occurred and then be continuing, Borrower in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each conversion to Base Rate Loans shall have the option: be in a principal amount of $1,000,000 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 Term 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 Eurodollar Rate Loan may only be converted on if applicable, and (vi) if applicable, the expiration duration of the Interest Period with respect thereto. If with respect to any Term SOFR Loans, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to Base Rate Loans. Any such Eurodollar Rate Loan unless 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 Term SOFR Loans. If the Borrower shall pay all amounts due under Section 2.15 requests a conversion to, or continuation of Term SOFR Loans in connection with any such conversion; or (ii) upon the expiration of any Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period applicable to any 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 Eurodollar Rate Loanone month. (b) Subject to clause (c) below, Borrower shall deliver Following receipt of a Conversion/Continuation Notice to Notice, the Administrative Agent no later than 1:00 p.m. (New York City time) at least one Business Day in advance 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice Term SOFR Loan may be continued or converted only on the last day of an Interest Period for conversion tosuch Term SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic or the Required Lenders may require by notice by to the required time of any proposed conversion/continuation; provided each such notice shall Borrower that no Loans denominated in Dollars may be promptly confirmed in writing by delivery of the Conversion/Continuation Notice converted to 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 Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithcontinued as Term SOFR Loans.

Conversion/Continuation. (a) Subject Company may on any Business Day, upon notice given to Section 2.15 and so long as no Specified Event of Default shall have occurred and then be continuing, Borrower shall have the option: Administrative Agent not later than (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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless 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 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 Eurodollar Rate Loan. (b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 11:00 A.M. (New York City time) at least one on the same Business Day in advance as the date of the proposed conversion date (Conversion in the case of a conversion to a Conversion of Eurocurrency Rate Loans into Base Rate LoanLoans, and (ii) and at least three 1:00 P.M. (New York City time) on the third Business Days in advance Day prior to the date of the proposed conversion/continuation date (Conversion in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Conversion of Base Rate Loans into Eurocurrency Rate Loans or of Eurocurrency Rate Loans of one Interest Period into Eurocurrency Rate Loans of another Interest Period or the continuation of Eurocurrency Rate Loans as Eurocurrency Rate Loans with the same Interest Period, as the case may be, and subject to the provisions of Sections 2.7, and 2.13, Convert all Loans of one Type comprising the same Revolving Credit Borrowing into Loans of the other Type; provided, however, that any Conversion of any Eurocurrency Rate Loans into Base Rate Loans or into Eurocurrency Rate Loans of another Interest Period shall be irrevocable on and after the related Interest Rate Determination Datemade on, and Borrower only on, the last day of an Interest Period for such Eurocurrency Rate Loans. Promptly upon receipt from Company of a notice of a proposed Conversion hereunder, Administrative Agent shall give notice of such proposed Conversion to each Lender. Each such notice of a Conversion shall, within the restrictions set forth above, specify (x) the date of such Conversion (which shall be bound a Business Day), (y) the Loans to effect a conversion or continuation be Converted, and (z) if such Conversion is into Eurocurrency Rate Loans, the duration of the initial Interest Period for each such Loan. Company may Convert all Eurocurrency Rate Loans of any one Lender into Base Rate Loans of such Lender in accordance therewith. (c) Any Conversion/Continuation Notice shall be executed with the provisions of Section 2.13 by an Authorized Officer complying with the procedures set forth therein and in a writing delivered this Section 2.8 as though each reference in this Section 2.8 to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time Loans of any proposed conversion/continuation; provided each Type was to such Loans of such Lender. Each such notice shall be promptly confirmed in writing by delivery of Conversion shall, subject to the Conversion/Continuation Notice to Administrative Agent on or before the close provisions of business on the date that the telephonic notice is given. In the event of a discrepancy between the telephone notice Sections 2.7 and the written Conversion/Continuation Notice2.13, the written Conversion/Continuation Notice shall govern. In the case of any Conversion/Continuation Notice that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized and binding on behalf of Borrower or for otherwise acting in good faithCompany.

Conversion/Continuation. (a) Subject to Section 2.15 2.19 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, . (i) Borrower shall have the option: (i) option to convert at any time all or any part of any Revolving Loans, equal to $5,000,000 or C$5,000,000 (as applicable) and integral multiples of $1,000,000 or C$1,000,000 (as applicable) in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan if Borrower shall pay all amounts due under Section 2.19 in connection with any such conversion; or (ii) Borrower shall have the option 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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless if Borrower shall pay all amounts due under Section 2.15 2.19 in connection with any such conversion; or (iiiii) in the case of Eurodollar Rate Loans denominated in Dollars, Borrower shall have the option upon the expiration of any Interest Period applicable to any 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 Eurodollar Rate Loan. (b) Subject to clause (c) belowSection 3.3(b), Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing has not been delivered to Administrative Agent. In lieu Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of delivering a Conversion/Continuation Noticeinterest, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each then for that day such notice Loan shall be promptly confirmed a Base Rate Loan if such Loan is denominated in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on Dollars or before the close of business on the date that the telephonic notice a Canadian Prime Rate Loan if such Loan 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 Borrower provides telephonic notice denominated in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithCanadian Dollars.

Conversion/Continuation. (a) Subject to Section 2.15 2.18 and so long as no Specified Default or Event of Default shall have occurred and then be continuing, . (i) Borrower shall have the option: (i) option to convert at any time all or any part of any Revolving Loans, equal to $5,000,000 or C$5,000,000 (as applicable) and integral multiples of $1,000,000 or C$1,000,000 (as applicable) in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan if Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or (ii) Borrower shall have the option 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 Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless if Borrower shall pay all amounts due under Section 2.15 2.18 in connection with any such conversion; or (iiiii) in the case of Eurodollar Rate Loans denominated in Dollars, Borrower shall have the option upon the expiration of any Interest Period applicable to any 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 Eurodollar Rate Loan. (b) Subject to clause (c) belowSection 3.3(b), Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 1:00 p.m. 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 Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Any . If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice shall be executed by an Authorized Officer in a writing has not been delivered to Administrative Agent. In lieu Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of delivering a Conversion/Continuation Noticeinterest, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each then for that day such notice Loan shall be promptly confirmed a Base Rate Loan if such Loan is denominated in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on Dollars or before the close of business on the date that the telephonic notice a Canadian Prime Rate Loan if such Loan 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 Borrower provides telephonic notice denominated in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faithCanadian Dollars.