Common use of Conversion/Continuation Clause in Contracts

Conversion/Continuation. (a) Each conversion of Loans from one Type to another, and each continuation of 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 SOFR 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 SOFR Loans or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall 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 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 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans in any 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 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 SOFR Loan may be continued or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Loans.

Conversion/Continuation. (a) Each conversion Subject to Section 2.15 (Making or Maintaining LIBO Rate Loans) and so long as no Default or Event of Loans Default shall have occurred and then be continuing: (i) Borrower shall have the option to convert at any time all or any part of any Loans, equal to $2,000,000 and integral multiples of $1,000,000 in excess of that amount, from one Type of Loan to another, and each continuation another Type of SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which Loan; provided that a LIBO Rate Loan may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. converted on the requested date expiration of the Interest Period applicable to such LIBO Rate Loan if Borrower shall pay all amounts due under Section 2.15 (Making or Maintaining LIBO Loans) in connection with any such conversion; or (ii) in the case of LIBO Rate Loans, Borrower shall have the option upon the expiration of any conversion of SOFR Loans Interest Period applicable to Base any LIBO Rate Loans and not later than 2:00 p.m. three Business Days prior Loan, to the requested date of continuation of any SOFR Loans continue all or any conversion portion of Base such Loan equal to $2,000,000 and integral multiples of $1,000,000 in excess of that amount as a LIBO Rate Loans Loan. (b) Subject to SOFR Loans. Each notice by the Section 3.3 (Notices), Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of shall deliver a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer Notice to Administrative Agent no later than 12:00 p.m. (New York City time) at least one (1) Business Day in advance of the Borrower. Each proposed conversion date (in the case of a conversion to or continuation of SOFR 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 Loan) and at least three (3) Business Days in a principal amount advance of $500,000 or a whole multiple of $100,000 in excess thereof. Each the proposed Conversion/Continuation Notice shall specify Date (i) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of SOFR Loans, (ii) the requested date of the conversion or continuation, as in 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or a continuation of SOFR Loans in any such Conversion/Continuation Noticeof, 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 is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base LIBO Rate Loans or continuation of Loans described in Section 2.05(aLoan). (c) . Except as otherwise provided herein, a SOFR Conversion/Continuation Notice for conversion to, or continuation of, any LIBO 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 may be continued is outstanding with respect to which a Funding Notice or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Conversion/Continuation Notice has not been delivered to Administrative Agent or in accordance with the Required Lenders may require by notice to terms hereof specifying the Borrower applicable basis for determining the rate of interest, then for that no Loans denominated in Dollars may day such Loan shall be converted to or continued as SOFR Loansa Base Rate Loan.

Conversion/Continuation. (a) 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. on one Business Day prior to the requested date of any conversion of SOFR Rate Loans to Base Rate Loans and not later than 2:00 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 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the such Borrower. Each conversion to or continuation of SOFR Rate Loans shall be 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 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) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of 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 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 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 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 Loans. If the Borrower requests a conversion to, or continuation of 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 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 SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for such SOFR Rate Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Rate Loans.

Conversion/Continuation. (a) Each conversion So long as no Default or Event of Loans Default shall have occurred and then be continuing or would result therefrom, the Borrower shall have the option: (i) to convert all or part of any Loan from one Type of Loan to another, and each continuation another Type of SOFR Loans shall be made upon Loan at any time in an amount equal to (A) in 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 case of any conversion to Adjusted LIBOR Rate Loans, $3,000,000 and integral multiples of SOFR Loans $1,000,000 in excess of that amount and (B) in the case of any conversion to Base Rate Loans and not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any SOFR Loans or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall be in a principal amount of $500,000 or a whole multiple and integral multiples of $100,000 in excess thereof. Each conversion of that amount; provided that an Adjusted LIBOR Rate Loan may only be converted on the expiration of the Interest Period applicable to Base such Adjusted LIBOR Rate Loans Loan unless the Borrower shall be pay all amounts due under Section 3.1(c) in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any Adjusted LIBOR Rate Loan, to continue all or any portion of such Loan as an Adjusted LIBOR Rate Loan. (b) The Borrower shall deliver a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion/Continuation Notice shall specify to the Administrative Agent no later than 1:00 p.m. at least one Business Day in advance of the proposed Conversion/Continuation Date (i) whether in the Borrower is requesting case of a conversion of Loans from one Type to the other, or a continuation of SOFR Loans, (iiBase Rate Loan) the requested date and at least three Business Days in advance of the conversion or continuation, as proposed Conversion/Continuation Date (in 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans in any such Conversion/Continuation Noticeof, 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 is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Adjusted LIBOR Rate Loans or continuation of Loans described in Section 2.05(aLoan). (c) . Except as otherwise provided herein, a SOFR Loan may Conversion/Continuation Notice for conversion to, or continuation of, any Adjusted LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be continued or converted only irrevocable on and after the last day of an related Interest Period for such SOFR Loan. Upon the occurrence Rate Determination Date, and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated shall be bound to effect a conversion or continuation in Dollars may be converted to or continued as SOFR Loansaccordance therewith.

Conversion/Continuation. (a) Each conversion So long as no Default or Event of Loans Default shall have occurred and then be continuing or would result therefrom, the Borrower shall have the option: (i) to convert all or part of any Loan from one Type of Loan to another, and each continuation another Type of SOFR Loans shall be made upon Loan at any time in an amount equal to (A) in 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 case of any conversion to Adjusted LIBOR Rate Loans, $3,000,000 and integral multiples of SOFR Loans $1,000,000 in excess of that amount and (B) in the case of any conversion to Base Rate Loans and not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any SOFR Loans or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall be in a principal amount of $500,000 or a whole multiple and integral multiples of $100,000 in excess thereof. Each conversion of that amount; provided that an Adjusted LIBOR Rate Loan may only be converted on the expiration of the Interest Period applicable to Base such Adjusted LIBOR Rate Loans Loan unless the Borrower shall be pay all amounts due under Section 3.1(c) in connection with any such conversion; or (ii) upon the expiration of any Interest Period applicable to any Adjusted LIBOR Rate Loan, to continue all or any portion of such Loan as an Adjusted LIBOR Rate Loan. (b) The Borrower shall deliver a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Conversion/Continuation Notice shall specify to the Administrative Agent no later than 1:00 p.m. at least one Business Day in advance of the proposed Conversion/Continuation Date (i) whether in the Borrower is requesting case of a conversion of Loans from one Type to the other, or a continuation of SOFR Loans, (iiBase Rate Loan) the requested date and at least three Business Days in advance of the conversion or continuation, as proposed Conversion/Continuation Date (in 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans in any such Conversion/Continuation Noticeof, 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 is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Adjusted LIBOR Rate Loans or continuation of Loans described in Section 2.05(aLoan). (c) . Except as otherwise provided herein, a SOFR Loan may Conversion/Continuation Notice for conversion to, or continuation of, any Adjusted LIBOR Rate Loans (or telephonic notice in lieu thereof) shall be continued or converted only irrevocable on and after the last day of an related Interest Period for such SOFR Loan. Upon the occurrence Rate Determination Date, and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated shall be bound to effect a conversion or continuation in Dollars may be converted to or continued as SOFR Loansaccordance therewith.

Conversion/Continuation. (a) Each conversion So long as no Default or Event of Loans Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another, and each continuation another Type of SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which Loan; provided that a Term Benchmark Loan may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. converted on the requested date expiration of the Interest Period applicable to such Term Benchmark Loan; or (ii) upon the expiration of any conversion of SOFR Loans Interest Period applicable to Base Rate Loans and not later than 2:00 p.m. three Business Days prior any Term Benchmark Loan, to the requested date of continuation of any SOFR Loans continue all or any conversion portion of Base Rate Loans such Loan equal to SOFR Loans. Each notice by the $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Term Benchmark Loan. (b) The Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of shall deliver a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer Notice to the Agent no later than 10:00 a.m. (New York time) at least one (1) Business Day in advance of the Borrower. Each proposed conversion date (in the case of a conversion to or continuation of SOFR 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 Loan) and at least three (3) Business Days 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, (ii) the requested date advance of the conversion or continuation, as proposed conversion/continuation date (in 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or a continuation of SOFR Loans in any such Conversion/Continuation Noticeof, 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 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(aTerm Benchmark Loan). (c) . Except as otherwise provided herein, a SOFR Conversion/Continuation Notice for conversion to, or continuation of, any Term Benchmark Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan may be continued is outstanding with respect to which a Notice of Borrowing or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice Conversion/Continuation Notice has not been delivered to the Borrower Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that no Loans denominated in Dollars may day such Loan shall be converted to or continued as SOFR Loansa Base Rate Loan.

Conversion/Continuation. (a) Each conversion Subject to Section 2.16 (Making or Maintaining SOFR Rate Loans) and so long as no Default or Event of Loans Default shall have occurred and then be continuing. (i) Borrower shall have the option to convert at any time all or any part of any Loans, equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to anotheranother Type of Loan; provided, a Term SOFR Loan may only be converted prior to the expiration of the Interest Period applicable to such Term SOFR Loan if the Borrower shall pay all amounts due under Section 2.16 (Making or Maintaining SOFR Rate Loans) in connection with any such conversion; or (ii) in the case of Term SOFR Loans, Borrower shall have the option upon the expiration of any Interest Period applicable to any Term SOFR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount as a Term SOFR Loan. (b) Subject to Section 3.3 (Notices), Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 12:00 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 an ABR Loan, and each 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 of, a Term SOFR Loan. Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Term SOFR Loans shall be made upon irrevocable on and after the Borrower’s irrevocable notice to the Administrative Agentrelated Interest Rate Determination Date, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. on the requested date of any conversion of SOFR Loans to Base Rate Loans and not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any SOFR Loans or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant shall be bound to this Section 2.05(a) must be effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Borrowing Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the form terms hereof specifying the applicable basis for determining the rate of a interest, then for that day such Loan shall be an ABR Loan. (c) Each notice pursuant to this Section 2.8 (Conversion/Continuation NoticeContinuation) shall refer to this Agreement and specify (A) the identity, appropriately completed amount and signed by a Responsible Officer currency of the Borrower. Each conversion Borrowing that the Borrower requests be converted or continued, (B) whether such Borrowing is to be converted to or continuation of continued as a Term SOFR Loans shall be in a principal amount of $500,000 Borrowing 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 SOFR Loansan ABR Borrowing, (iiC) if such notice requests a conversion, the requested date of the such conversion or continuation, as the case may be (which shall be a Business Day), ) and (iiiD) the principal amount of Loans if such Borrowing is to be converted to or continuedcontinued as a Term SOFR Borrowing, (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 no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Term SOFR LoansBorrowing, 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans in any such Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified selected an Interest Period of one month. (b) Following receipt of a Conversion/Continuation Notice, the ’s duration. The Administrative Agent shall promptly notify advise the Lenders of any notice given pursuant to this Section 2.8 (Conversion/Continuation) and of each applicable Lender Lender’s portion of its Pro Rata Share any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.8 (Conversion/Continuation) to continue any Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.8 (Conversion/Continuation) to convert such Borrowing), such Borrowing shall, at the end of the 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 SOFR Loan may be continued or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice applicable thereto (unless repaid pursuant to the Borrower that no Loans denominated in Dollars may terms hereof), automatically be converted to or continued as SOFR Loansinto an ABR Borrowing.

Conversion/Continuation. (a) Each conversion of Loans from one Type to another, and each continuation of SOFR 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 SOFR 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 SOFR Benchmark Rate Loans or any conversion of Base Rate Loans to SOFR Benchmark Rate Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Benchmark 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 SOFR 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 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 with respect to any SOFR 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 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 Benchmark Rate Loans. If the Borrower requests a conversion to, or continuation of SOFR Benchmark 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 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 SOFR Benchmark Rate Loan may be continued or converted only on the last day of an Interest Period for such SOFR Benchmark Rate Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Benchmark Rate Loans.

Conversion/Continuation. (a) Each conversion of Loans from one Type to another, and each continuation of SOFR 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 SOFR 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 SOFR Eurodollar Rate Loans or any conversion of Base Rate Loans to SOFR Eurodollar Rate Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR 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 SOFR 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 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 with respect to any SOFR Eurodollar 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 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 Eurodollar Rate Loans. If the Borrower requests a conversion to, or continuation of SOFR 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) 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 SOFR Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such SOFR Eurodollar Rate Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Eurodollar Rate Loans. This Section shall not apply to Swing Line Loans, which may not be converted or continued.

Conversion/Continuation. (a) Each conversion Subject to Section 2.18, Borrowers shall have the option: (i) to convert at any time all or any part of Loans any Revolving Loan in a minimum amount of $1,000,000 and minimum increments of $100,000, from one Type of Loan to anotheranother Type of Loan; provided, and each continuation of a SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which Loan may only be given converted on the expiration of the Interest Period applicable to such SOFR Loan unless Borrowers shall pay all amounts due under Section 2.18 in writing. Each connection with any such notice must be received conversion; provided, further, that, if so elected in a writing by the Administrative Agent not later than 1:00 p.m. on or Requisite Lenders to Borrowers, no Loan may be converted to a SOFR Loan at any time when an Event of Default has occurred that is continuing; or (ii) upon the requested date expiration of any conversion of SOFR Loans Interest Period applicable to Base Rate Loans and not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any SOFR Loans Loan, to continue all or any conversion portion of Base Rate Loans to such Loan in a minimum amount of $1,000,000 and minimum increments of $100,000, as a SOFR Loans. Each notice Loan; provided, that, if so elected in a writing by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form or Requisite Lenders to Borrowers, no SOFR Loan may be continued as a SOFR Loan at any time when an Event of Default has occurred that is continuing. (b) Subject to Section 3.2(b), Borrower Representative shall deliver a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer Notice to Administrative Agent no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the Borrower. Each proposed conversion date (in the case of a conversion to or continuation of SOFR 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 Loan or an RFR Loan) and at least three Business Days 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, (ii) the requested date advance of the conversion or continuation, as proposed conversion/continuation date (in 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or a continuation of of, a SOFR Loans in any such Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (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(aLoan). (c) . Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan may be continued is outstanding with respect to which a Funding Notice or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Conversion/Continuation Notice has not been delivered to Administrative Agent or in accordance with the Required Lenders may require by notice to terms hereof specifying the Borrower applicable basis for determining the rate of interest, then for that no Loans denominated in Dollars may day such Loan shall be converted to or continued as SOFR Loansa Base Rate Loan.

Conversion/Continuation. (a) Each conversion Subject to Section 2.18, Borrowers shall have the option: 1. to convert at any time all or any part of Loans any Revolving Loan in a minimum amount of $1,000,000 and minimum increments of $100,000, from one Type of Loan to anotheranother Type of Loan; provided, and each continuation of a SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which Loan may only be given converted on the expiration of the Interest Period applicable to such SOFR Loan unless Borrowers shall pay all amounts due under Section 2.18 in writing. Each connection with any such notice must be received conversion; provided, further, that, if so elected in a writing by the Administrative Agent not later than 1:00 p.m. on or Requisite Lenders to Borrowers, no Loan may be converted to a SOFR Loan at any time when an Event of Default has occurred that is continuing; or 2. upon the requested date expiration of any conversion of SOFR Loans Interest Period applicable to Base Rate Loans and not later than 2:00 p.m. three Business Days prior to the requested date of continuation of any SOFR Loans Loan, to continue all or any conversion portion of Base Rate Loans to such Loan in a minimum amount of $1,000,000 and minimum increments of $100,000, as a SOFR Loans. Each notice Loan; provided, that, if so elected in a |US-DOCS\156088095.5|| writing by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form or Requisite Lenders to Borrowers, no SOFR Loan may be continued as a SOFR Loan at any time when an Event of Default has occurred that is continuing. (b) Subject to Section 3.2(b), Borrower Representative shall deliver a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer Notice to Administrative Agent no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the Borrower. Each proposed conversion date (in the case of a conversion to or continuation of SOFR 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 Loan or an RFR Loan) and at least three Business Days 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, (ii) the requested date advance of the conversion or continuation, as proposed conversion/continuation date (in 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or a continuation of of, a SOFR Loans in any such Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (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(aLoan). (c) . Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan may be continued is outstanding with respect to which a Funding Notice or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Conversion/Continuation Notice has not been delivered to Administrative Agent or in accordance with the Required Lenders may require by notice to terms hereof specifying the Borrower applicable basis for determining the rate of interest, then for that no Loans denominated in Dollars may day such Loan shall be converted to or continued as SOFR Loansa Base Rate Loan.

Conversion/Continuation. (a) Each conversion Subject to Sections 2.07(c), 2.17 and 2.27 and so long as no Event of Loans Default shall have occurred and then be continuing, Borrowers shall have the option: (i) to convert at any time all or any part of any Loan (other than Swing Line Loans, which shall at all times be Base Rate Loans) equal to $100,000 and integral multiples of $50,000 in excess of that amount from one Type of Loan to anotheranother Type of Loan; provided, and each continuation of a SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which Loan may only be given converted on the expiration of the Interest Period applicable to such SOFR Loan unless Borrowers pay all amounts due under Section 2.17 in writing. Each connection with any such notice must be received by conversion; or (ii) upon the expiration of any Interest Period applicable to any SOFR Loan, to continue all or any portion of such Loan equal to $100,000 and integral multiples of $50,000 in excess of that amount as a SOFR Loan. (b) Borrower Representative shall deliver a Conversion/Continuation Notice to Administrative Agent not no later than 1:00 12:00 p.m. on at least one (1) Business Day in advance of the requested proposed conversion date (in the case of any a conversion of SOFR Loans to a Base Rate Loans Loan) and not later than 2:00 p.m. at least three (3) Business Days prior to in advance of the requested proposed conversion/continuation date (in the case of a conversion to, or a continuation of of, a SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans (or any telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion of or continuation in accordance therewith. (c) In the event Borrower Representative fails to specify between a Base Rate Loans to Loan or a SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent Loan in the form of a applicable Conversion/Continuation Notice, appropriately completed and signed by such Loan (if outstanding as a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall Loan) will be in automatically converted into 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 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 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 Loan with an Interest Period with respect thereto. If with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of one month on the last day of the then-current Interest Period then for such Loan (or if outstanding as a Base Rate Loan will remain as a Base Rate Loan). In the event Borrower Representative fails to specify an Interest Period for any SOFR Loan in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans in any such Conversion/Continuation Notice, but fails to specify an Interest Period, it will Borrower Representative shall be deemed to have specified selected an Interest Period of one month. (bd) Following receipt of a Conversion/Continuation Notice, During 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 SOFR Loan may be continued or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation existence of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR LoansLoans without the consent of the Requisite Lenders.

Conversion/Continuation. (i) Subject to Section 2.6 and so long as no Potential Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (a) Each conversion to convert at any time all or any part of Loans any Borrowing, in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000, from one Type to another, and each continuation of SOFR Loans shall be made upon the Borrower’s irrevocable notice Loan to the Administrative Agent, which other Type of Loan; provided that Term Benchmark Loans may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. converted on the requested date expiration of the Interest Period applicable to such Term Benchmark Loans unless the Borrower shall pay all amounts due under Section 2.6 in connection with such conversion; or (b) upon the expiration of any conversion Interest Period applicable to any Borrowing of SOFR Loans 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 SOFR Loans continue all or any conversion portion of Base Rate such Borrowing in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000 as Term Benchmark Loans to SOFR Loans. Each notice by the for a new Interest Period. (ii) The Borrower pursuant to this Section 2.05(a) must be delivered shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 11:00 a.m. at least one Business Day in advance of the proposed conversion date (in the form case of a conversion to Base Rate Loans) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of conversion to, or continuation of, Term Benchmark Loans). Except as otherwise provided herein, a Conversion/Continuation NoticeNotice for conversion to, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR 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 irrevocable on and after the related Interest Rate Loans Determination Date, and the Borrower shall be bound to effect a conversion or continuation in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofaccordance therewith. Each Conversion/Continuation Notice shall be irrevocable and in writing and shall specify the following information: (i) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of SOFR Loans, (iia) the requested Borrowing to which such Conversion/Continuation Notice applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (c) and (d) below shall be specified for each resulting Borrowing); (b) the effective date of the conversion or continuationelection made pursuant to such Notice of Conversion/Continuation, as the case may be (which shall be a Business Day); (c) whether the resulting Borrowing is to be a Base Rate Borrowing or a Term Benchmark Borrowing (d) if the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” set forth in Section 2.2B. (iii) 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans in any 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 Promptly following receipt of a an 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 advise each Lender of the details thereof and of any automatic conversion to Base Rate Loans or continuation such Lender’s portion of Loans described in Section 2.05(a)each resulting Borrowing. (civ) Except If the Borrower fails to deliver a timely Conversion/Continuation Notice with respect to a Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as otherwise provided herein, a SOFR Loan may at the end of such Interest Period such Borrowing shall be continued or converted only on the last day of deemed to have an Interest Period for such SOFR Loanthat is one month. Upon the occurrence and during the continuation of Notwithstanding any contrary provision hereof, if an Event of Default, Default has occurred and is continuing and the Administrative Agent or Agent, at the Required Lenders may require by notice to request of the Borrower that Requisite Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no Loans denominated in Dollars outstanding Borrowing may be converted to or continued as SOFR Loansa Term Benchmark Borrowing and (ii) unless repaid, (A) each Term Benchmark Borrowing and (B) each RFR Borrowing shall be converted to a Base Rate Borrowing (in the case of a Term Benchmark Borrowing) at the end of the Interest Period applicable thereto or (in the case of an RFR Borrowing) on the next Interest Payment Date in respect thereof.

Conversion/Continuation. (a) Each conversion of Loans from one Type to another, and each continuation of SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writingby: (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 a Conversion/Continuation Notice. Each such notice must be received by the Administrative Agent (i) not later than 1:00 p.m. on 12:00 noon (New York City time) one (1) Business Day prior to the requested date of any conversion of SOFR Eurodollar Rate Loans to Base Rate Loans and (ii) not later than 2:00 p.m. 12:00 noon (New York City time) three (3) Business Days prior to the requested date of continuation of any SOFR Eurodollar Rate Loans or any conversion of Base Rate Loans to SOFR Eurodollar Rate Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR 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 SOFR 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 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Eurodollar Rate Loans. If the Borrower requests a conversion to, or continuation of SOFR 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 (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 SOFR Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such SOFR Eurodollar Rate Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Eurodollar Rate Loans. This Section shall not apply to Swing Line Loans, which may not be converted or continued.

Conversion/Continuation. (a) Each conversion Subject to Section 2.16 and (with respect to continuations of, or conversions into, Eurodollar Rate Loans) so long as no Event of Loans Default shall have occurred and then be continuing, 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 ($500,000) and integral multiples of fifty thousand Dollars ($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 anotheranother Type of Loan; provided, and each continuation of SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which a Eurodollar Rate Loan may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. converted on the requested date expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrowers shall pay all amounts due under Section 2.16 in connection with any such conversion; or (ii) upon the expiration of any conversion of SOFR Loans Interest Period applicable to Base any Eurodollar Rate Loans and not later than 2:00 p.m. three Business Days prior Loan, to the requested date of continuation of any SOFR Loans continue all or any conversion portion of Base such Revolving Loan in a minimum amount equal to five hundred thousand Dollars ($500,000) and integral multiples of fifty thousand Dollars ($50,000) in excess of that amount or, if different, the entire amount of the Revolving Loan being continued, as a Eurodollar Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(aLoan. (b) must be delivered to the Administrative Agent in the form of Borrowers shall deliver a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer Notice to Administrative Agent no later than 11:00 a.m. (New York City time) on the date of the Borrower. Each conversion to or continuation of SOFR 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 proposed Conversion/Continuation Notice shall specify Date (i) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of SOFR Loans, (ii) the requested date of the conversion or continuation, as in 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of, a Base Rate Loan) and at least three (3) Business Days in advance of SOFR Loans in any such the proposed Conversion/Continuation NoticeDate (in the case of a conversion to an Eurodollar Rate Loan). Subject to the foregoing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of in the event that the applicable Borrower shall not deliver a Conversion/Continuation NoticeNotice with respect to any Eurodollar Rate Loan as provided above, such Eurodollar Rate Loan (unless repaid) shall automatically be continued as a Eurodollar Rate Loan with a one month Interest Period at the Administrative Agent shall promptly notify each applicable Lender of its Pro Rata Share expiration of the then current Interest Period. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be revocable on and after the related Interest Rate Determination Date; provided that the applicable Class of Loans, and if no timely notice of Borrower shall be bound to effect 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 accordance therewith unless such Borrower compensates Lenders in accordance with Section 2.05(a2.16(c). (c) Except as otherwise provided herein, a SOFR Loan may be continued or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Loans.

Conversion/Continuation. (a) 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 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Term SOFR Loans shall be in a principal amount of $500,000 1,000,000 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 1,000,000 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 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 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 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 requests a conversion to, or continuation of Term SOFR Loans in any such Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (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 Term SOFR Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as Term SOFR Loans.

Conversion/Continuation. (a) Each conversion Subject to Section 2.18, the Borrower shall have the option: DMFIRM #406105327 v12 113 (i) to convert at any time all or any part of Loans any Borrowing from one Type to anotherthe other Type; and (ii) to continue, at the end of the Interest Period applicable to any BSBY Rate Loan, all or any part of such Borrowing as a BSBY Rate Loan and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any BSBY Rate Loan, 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 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with their Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation of SOFR Loans shall be made upon the Borrower’s irrevocable notice considered a separate Borrowing. This Section 2.9 shall not apply to the Administrative AgentSwing Line Loans or Protective Advances, which may only not be given in writing. Each such notice must be received by converted or continued. (b) To exercise its option pursuant to this Section 2.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent not later than 1:00 p.m. (New York City time) (i) on the requested date proposed Conversion/Continuation Date, in the case of any a conversion of SOFR Loans to a Base Rate Loans Borrowing, and not later than 2:00 p.m. (ii) at least three Business Days prior to in advance of the requested date of continuation of any SOFR Loans or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a proposed Conversion/Continuation NoticeDate, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR 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 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 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or a continuation of, a BSBY Rate Loan. In lieu of SOFR Loans in any such Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent shall promptly notify each applicable Lender of its Pro Rata Share of Agent, not later than the applicable Class of Loanstime set forth above, and if no timely telephonic notice of a any proposed conversion or continuation is continuation; provided that such telephonic notice shall be promptly confirmed in writing by the Borrower, delivery to 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) a fully completed and executed Conversion/Continuation Notice. Except as otherwise provided herein, a SOFR Conversion/Continuation Notice for a conversion to, or a continuation of, any BSBY Rate Loan may shall be continued irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or converted only on continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of contrary herein, if an Event of DefaultDefault under Section 8.1(a), 8.1(f) or 8.1(g) or, at the Administrative Agent or request of the Required Lenders may require by notice to the Borrower that Requisite Lenders, any other Event of Default shall have occurred and be continuing, then no Loans denominated in Dollars outstanding Borrowing may be converted to or continued as SOFR Loansa BSBY Rate Loan.

Conversion/Continuation. (a) Each conversion of Loans from one Type to another, and each continuation of Term SOFR Rate Loans shall be made upon the BorrowerBorrower Representative’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. (New York City time in the case of Loans denominated in Dollars) 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 LoansRate Loans denominated in Dollars. Each notice by the Borrower Representative pursuant to this Section 2.05(a2.02(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 BorrowerBorrower 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 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 with respect to any SOFR Loans, 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 is provided by the BorrowerBorrower Representative, 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(a2.02(a). (c) Except as otherwise provided herein, a Term SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Rate Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower Representative that no Loans denominated in Dollars may be converted to or continued as Term SOFR Rate Loans.

Conversion/Continuation. (a) Each conversion of Loans from one Type Subject to anotherSections 2.7 and 2.17, and each continuation of 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 SOFR 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 SOFR Loans or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to shall have the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall 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 option: (i) whether the Borrower is requesting a conversion to convert at any time all or any part of Loans any Borrowing from one Type to the other, or a continuation of SOFR Loans, other Type or (ii) to continue, at 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 end of the Interest Period with respect thereto. If with respect applicable to any SOFR LoansEurodollar Rate Borrowing, all or any part of such Borrowing as a Eurodollar Rate Borrowing 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 aggregate minimum amount of $2,000,000 and integral multiples of $250,000 in excess of such amount; provided further that a Eurodollar Rate Borrowing that results from a continuation of an outstanding Eurodollar Rate Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.8 in part, such conversion or continuation shall be allocated ratably, in accordance with the 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) To exercise its option pursuant to this Section 2.8, the Borrower fails shall deliver a fully completed and executed Conversion/Continuation Notice to give a timely notice requesting the Administrative Agent no later than 10:00 a.m. (New York City time) (i) on the Business Day of the proposed Conversion/Continuation Date, in the case of a conversion or continuation, then the applicable Loans shall be converted to a Base Rate Loans. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as Borrowing, and (ii) at least three Business Days in advance of the last day proposed Conversion/Continuation Date, in the case of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of SOFR Loans in any such Conversion/Continuation Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Following receipt of delivering 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, Borrower may give the Administrative Agent shall notify each Lender of telephonic notice by the details required time of any automatic conversion proposed conversion/continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Conversion/Continuation Notice to Base Rate Loans the Administrative Agent on or continuation before the close of Loans described in Section 2.05(a). (c) business on the date that such telephone notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Conversion/Continuation Notice shall govern. Except as otherwise provided herein, a SOFR Loan may Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing shall be continued or converted only irrevocable on and after the last day of an Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such SOFR Loan. Upon Borrowing, and if the occurrence and during Borrower fails to effect a conversion or continuation in accordance therewith it shall be subject to Section 2.17(c). (c) Notwithstanding anything to the continuation of contrary herein, if an Event of DefaultDefault under Section 8.1(a), 8.1(f) or 8.1(g) or, at the Administrative Agent or request of the Required Lenders may require by notice to the Borrower that Requisite Lenders, any other Event of Default shall have occurred and is continuing, then no Loans denominated in Dollars outstanding Borrowing may be converted to or continued as SOFR Loansa Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Each conversion Subject to Section 2.17 and so long as no Default or Event of Loans Default shall have occurred and then be continuing, Company shall have the option: (i) to convert at any time all or any portion of any Note equal to $1,000,000 and integral multiples of $250,000 in excess of that amount from one Type a Base Rate Portion to anothera LIBO Rate Portion or from a LIBO Rate Portion to a Base Rate Portion; provided, and each continuation of SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which a LIBO Rate Portion may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. converted on the requested date expiration of the Interest Period applicable to such LIBO Rate Portion unless Company shall pay all amounts due under Section 2.17 in connection with any such conversion; or (ii) upon the expiration of any conversion of SOFR Loans Interest Period applicable to Base any LIBO Rate Loans and not later than 2:00 p.m. three Business Days prior Portion, to the requested date of continuation of any SOFR Loans continue all or any conversion portion of Base such Note equal to $1,000,000 and integral multiples of $250,000 in excess of that amount as a LIBO Rate Loans Portion. (b) Subject to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of 3.2(b), Company shall deliver a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer Notice to Collateral Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the Borrower. Each proposed conversion date (in the case of a conversion to or continuation the Base Rate) and at least three Business Days in advance of SOFR 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 the proposed Conversion/Continuation Notice shall specify Date (i) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of SOFR Loans, (ii) the requested date of the conversion or continuation, as in 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or a continuation of SOFR Loans in any such Conversion/Continuation Noticeof, 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 is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base LIBO Rate Loans or continuation of Loans described in Section 2.05(aPortion). (c) . Except as otherwise provided herein, a SOFR Loan may Conversion/Continuation Notice for conversion to, or continuation of, any LIBO Rate Portion shall be continued irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or converted only continuation in accordance therewith. If on any day a Note is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Purchasers in accordance with the last day terms hereof specifying the applicable basis for determining the rate of an Interest Period interest, then, for that day, such SOFR Loan. Upon Note shall bear interest at the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR LoansBase Rate.

Conversion/Continuation. (a) Each conversion of Loans from one Type to another, and each continuation of Term SOFR Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writingwriting provided that in the 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 by the Initial Lender) and (ii) no conversion of any Initial Term Loan from one Type 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 LoansRate Loans denominated in Dollars. Each notice by the Borrower pursuant to this Section 2.05(a2.02(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 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 with respect to any SOFR Loans, thereto provided that the Borrower fails to give a timely notice requesting a conversion or continuation, then may not select an Interest Period other than three months for an Initial Term Loan without 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 prior written consent of the last day of the Interest Period then in effect with respect to the applicable SOFR LoansInitial Lender. If the Borrower 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 monththree months. (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(a2.02(a). (c) Except as otherwise provided herein, a Term SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for such Term SOFR Rate Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice Notwithstanding anything to the Borrower contrary in this Agreement, no Initial Term Loan that no Loans denominated in Dollars is a Term SOFR Rate Loan may be converted to into a Base Rate Loan, whether at the request of the Borrower or continued as SOFR Loansautomatically, without the prior written consent of the Initial Lender.

Conversion/Continuation. (a) Each conversion Subject to Section 2.15 and so long as no Default or Event of Loans Default shall have occurred and then be continuing, each Borrower shall have the option: (i) to convert at any time all or any part of any Loan equal to $1,000,000 and integral multiples of $250,000 in excess of that amount from one Type of Loan to anotheranother Type of Loan; provided, and each continuation of SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which a LIBOR Loan may only be given in writing. Each such notice must be received by the Administrative Agent not later than 1:00 p.m. converted on the requested date expiration of the Interest Period applicable to such LIBOR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) upon the expiration of any conversion of SOFR Loans Interest Period applicable to Base Rate Loans and not later than 2:00 p.m. three Business Days prior any LIBOR Loan, to the requested date of continuation of any SOFR Loans continue all or any conversion portion of Base Rate Loans such Loan equal to SOFR Loans. Each notice by the $1,000,000 and integral multiples of $250,000 in excess of that amount as a LIBOR Loan. (b) Such Borrower pursuant to this Section 2.05(a) must be delivered shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than noon (New York City time) on the date of the proposed conversion date (in the form case of a conversion to an ABR Loan) and at least three (3) Business Days in advance of the proposed Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall be Date (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 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 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or a continuation of SOFR Loans in any such Conversion/Continuation Noticeof, 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 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(aLIBOR Loan). (c) . Except as otherwise provided herein, a SOFR Conversion/Continuation Notice for conversion to, or continuation of, any LIBOR Loans (or telephonic notice in lieu thereof) shall be irrevocable and such Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary in the foregoing, no conversion in whole or in part to a LIBOR Loan may shall be continued permitted at any time at which (i) a Default or converted only on Event of Default shall have occurred and be continuing or (ii) the last day continuation of, or conversion into, a LIBOR Loan would violate any provision of an Sections 2.15 or 2.16. (d) If a Default or Event of Default shall have occurred and be continuing, LIBOR Loans shall automatically convert to ABR Loans upon the expiration of the Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Loansapplicable thereto.

Conversion/Continuation. (a) Each conversion of Loans from one Type to another, and each continuation of 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 SOFR 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 SOFR Loans or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall 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 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 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 with respect to any 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 automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a conversion to, or continuation of SOFR Loans in any 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 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 SOFR Loan may be continued or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Loans. . Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such ▇▇▇▇▇▇’s Pro Rata Share of such Borrowing, the Administrative Agent may assume that such ▇▇▇▇▇▇ has made such Pro Rata Share available to the Administrative Agent on the date of such Borrowing, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (a) in the case of the Borrower, the interest rate applicable at the time to the applicable Loans comprising such Borrowing and (b) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.06 shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s applicable Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.06 shall be conclusive, absent manifest error. .

Conversion/Continuation. (a) Each Subject to Section 2.2.1, Borrower may, upon irrevocable written notice to Agent in accordance with clause (b) below, elect as of the last day of the applicable Interest Period for any SOFR Loans, to continue any SOFR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate principal amount of at least $1,000,000 and an integral multiple of $500,000 in excess thereof) for a new Interest Period; provided that any conversion of Loans from one Type to another, and each continuation a SOFR Loan on a day other than the last day of SOFR Loans the Interest Period therefor then in effect shall be made upon the Borrower’s irrevocable subject to Section 3.5. (b) Borrower shall give written notice (via facsimile, electronic mail or E-System) to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent of each proposed conversion or continuation not later than 1:00 p.m. on the requested date of any conversion of SOFR Loans to Base Rate Loans and not later than 2:00 p.m. 11:00 a.m. at least three (3) Business Days prior to the requested proposed date of continuation of any SOFR Loans such conversion or any conversion of Base Rate Loans to SOFR Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent continuation, specifying in each case in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of SOFR Loans shall 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 SOFR Loans, (ii) the requested proposed date of the conversion or continuation, as the case may be (which shall be a Business Day), ; (iiiii) the aggregate principal amount of Loans to be converted or continued, ; (iv) the Class of Loans to be converted or continued, (viii) the Type of Loans to which such existing Loans are to be converted, if applicable, resulting from the proposed conversion or continuation; and (viiv) if applicable, the duration of the requested Interest Period with respect thereto. If with respect therefor. (c) If, upon the expiration of any Interest Period applicable to any SOFR Loans, the ▇▇▇▇▇▇▇▇ has failed to timely select a new Interest Period to be applicable to such SOFR Loans, Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted deemed to Base Rate Loans. Any have elected to continue such automatic conversion or continuation pursuant to the immediately preceding sentence shall be SOFR Loans with a new Interest Period of one (1) month effective as of on the last day of the Interest Period then in effect with respect to the applicable SOFR Loanseffect. If the no Interest Period is elected for any SOFR Loan, Borrower requests a conversion to, or continuation of SOFR Loans in any such Conversion/Continuation Notice, but fails to specify an Interest Period, it will shall be deemed to have specified elected an Interest Period of one (1) month. (bd) Following receipt of a Conversion/Continuation Notice, the Administrative Agent shall will promptly notify each applicable Lender of its Pro Rata Share receipt of the applicable Class of Loansa Conversion/Continuation Notice pursuant to this Section 2.2.3 or, 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)conversion. (c) Except as otherwise provided herein, a SOFR Loan may be continued or converted only on the last day of an Interest Period for such SOFR Loan. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrower that no Loans denominated in Dollars may be converted to or continued as SOFR Loans.