Common use of Conversion/Continuation Clause in Contracts

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 2.06, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. (New York City time) no later than (i) on the proposed conversion date, in the case of a conversion to a Base Rate Borrowing, or (ii) three Business Days in advance of the proposed conversion/continuation date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.2.1, the Borrower shall have the option: may, upon irrevocable written notice to Agent in accordance with clause (b) below, elect (i) as of any Business Day, to convert at any time all Loans (or any part of any Borrowing from one Type to the other Type; or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 thereof in an aggregate amount that is an of not less than $100,000 or a higher integral multiple of $1,000,000 and 50,000) into Loans of the other type or (ii) as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $5,000,000. In 100,000 or a higher integral multiple of $50,000) for a new Interest Period; provided, that any conversion of a LIBOR Loan on a day other than the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation last day of an Interest Period therefor 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 Borrowingsubject to Section 3.5. (b) To exercise its option pursuant to this Section 2.06, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice give written or telephonic notice (followed in the case of any such telephonic notice immediately by written confirmation thereof) to the Administrative Agent no later than 12:00 p.m. (New York City time) no of each proposed conversion or continuation not later than (i) on the proposed conversion date, in the case of a conversion to a into Base Rate BorrowingLoans, or 11:00 a.m. Chicago time on the proposed date of such conversion and (ii) three Business Days in advance of the proposed conversion/continuation date, in the case of a conversion tointo or continuation of LIBOR Loans, 11:00 a.m. Chicago time at least three Business Days prior to the proposed date of such conversion or a continuation ofcontinuation, a Eurodollar Rate Borrowing. In lieu specifying in each case in the form of delivering a Conversion/Continuation Notice, : (i) the Borrower may give the Administrative Agent telephonic notice by the required time proposed date of any proposed conversion/conversion or continuation; provided that such telephonic notice shall (ii) the aggregate amount of Loans to be promptly confirmed converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) in writing by delivery the case of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion tointo, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after LIBOR Loans, the Interest Rate Determination Date with respect to duration of the requested Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewiththerefor. (c) Notwithstanding anything If upon the expiration of any Interest Period applicable to LIBOR Loans, Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the contrary hereinlast day of such Interest Period. (d) Agent will promptly notify each applicable Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if an Event of Default under clause (a)no timely notice is provided by Borrower, (e) or (f) of Article 7 or, at the request of the Requisite Lenders, details of any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowingautomatic conversion.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.18 and, so long as no Event of Default shall have occurred and 2.14then be continuing, the applicable Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Term Loan or Revolving Loan equal to the Dollar Equivalent of $1,000,000 (or $500,000 for conversions into Base Rate Loans) and integral multiples of $100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that (x) a Eurocurrency Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Eurocurrency Rate Loan unless the applicable Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion and (y) no Foreign Currency Loan may be converted into a Base Rate Loan or into a Foreign Currency Loan of a different Foreign Currency; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Eurocurrency Rate BorrowingLoan, to continue all or any part portion of such Borrowing as a Eurodollar Rate Borrowing and Loan equal 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 amount that is an integral multiple Dollar Equivalent of $1,000,000 and not less than integral multiples of $5,000,000. In the event any Borrowing shall have been converted or continued 100,000 in accordance with this Section 2.06 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 excess of such Borrowing resulting from such conversion or continuation shall be considered that amount as a separate BorrowingEurocurrency Rate Loan. (b) To exercise its option pursuant to this Section 2.06, the The applicable Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. (i) 10:00 a.m. (New York City time) no later than (i) on at least one Business Day in advance of the proposed conversion date, conversion/continuation date (in the case of a conversion to a Base Rate BorrowingLoan), or (ii) 12:00 noon (New York City time) at least three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate Borrowing. In lieu Loan denominated in Dollars), (iii) at least four Business Days in advance of delivering a Conversion/Continuation Notice, the Borrower may give proposed continuation date (in the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery case of a fully completed continuation of, a Eurocurrency Rate Loan denominated in a Foreign Currency other than a Special Notice Currency) and executed Conversion/Continuation (iv) at least five Business Days in advance of the proposed continuation date (in the case of a continuation of, a Eurocurrency Rate Loan denominated in a Special Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenCurrency). In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Eurocurrency Rate Borrowing Loans shall be irrevocable on and after the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowingirrevocable, and the such Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.15 and 2.14, (unless the Borrower Requisite Lenders otherwise consent) so long as no Event of Default shall have the option:occurred and then be continuing. (i) The Borrowers shall have the option to convert at any time all or any part of any Borrowing Revolving Loans equal to or greater than $500,000 from one Type of Loan to another Type of Loan; provided a Eurocurrency Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable thereto unless the Borrowers shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) to continue, at The Borrowers shall have the end option upon the expiration of the any Interest Period applicable to any Eurodollar Eurocurrency Rate Borrowing, Loan to continue all or any part portion of such Borrowing Loan equal to or greater than $500,000 as a Eurodollar Eurocurrency Rate Borrowing Loan; provided that (i) in the case of any Default, the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and to elect an Interest Period therefor; provided, in each case, that at (ii) no Loan may be converted into a Eurocurrency Rate Loan after the commencement of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount date that is an integral multiple of $1,000,000 and not less than $5,000,000. In one month prior to the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingMaturity Date. (b) To exercise its option pursuant Subject to this Section 2.063.2(b), the Borrower Representative shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. (New York City time) no later than (i) on 9:00 a.m. at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or (iiLoan) and 11:00 a.m. at least three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate BorrowingLoan). In lieu of delivering Except as otherwise provided herein, a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Eurocurrency Rate Borrowing Loans shall be irrevocable on and after 9:00 a.m. on the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowing, and the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything . If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the contrary hereinterms hereof specifying the applicable basis for determining the rate of interest, if an Event then for that day such Loan shall be a Base Rate Loan. In the case of Default under clause (a)a conversion to or continuation of a Eurocurrency Rate Loan, (e) or (f) of Article 7 or, at the request Conversion/Continuation Notice shall specify the length of the Requisite Lenders, initial Interest Period or Interest Periods. Upon receipt of any other Default or Event of Default such notice the Administrative Agent shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowingpromptly notify each affected Lender thereof.

Conversion/Continuation. (a) Subject to the provisions of Sections 2.05 2.7.5 and 2.142.11, the Borrower shall have the option: (i) may elect from time to time to convert at any time all a Base Rate Loan, or any part a portion thereof, to a LIBOR Rate Loan subject to the requirements set forth in Section 2.7.2. Upon the expiration of any Borrowing from one Type to the other Type; or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar a LIBOR Rate BorrowingLoan, all Borrower may elect to continue such Loan, or any part of such Borrowing a portion thereof, as a Eurodollar LIBOR Rate Borrowing and Loan, subject to elect an Interest Period therefor; providedthe requirements set forth in Section 2.7.2, in each caseor to convert such Loan, that at the commencement of each Interest Period for any Eurodollar or a portion thereof, to a Base Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000Loan. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 2.06, the Borrower shall deliver a fully completed and executed Notice of Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. 10:00 A.M. (New York City timeYork) no later than (i) on at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or (iiLoan) and at least three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate BorrowingLoan). A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of the Loan to be converted/continued, (iii) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, the requested Interest Period, and (iv) in the case of a conversion to, or a continuation of, a LIBOR Rate Loan, that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a the above-described Notice of Conversion/Continuation NoticeContinuation, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided continuation under this Section 2.7.4, provided, however, that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Notice of Conversion/Continuation Notice to the Administrative Agent on or before the close proposed conversion/continuation date. Upon receipt of business written or telephonic notice of any proposed conversion/continuation under this Section 2.7.4, the Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a duly Authorized Officer or other Person authorized to act on behalf of Borrower or for otherwise acting in good faith under this Section 2.7.4, and upon conversion or continuation of the date that applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice is givenBorrower shall have effected a conversion or continuation, as the case may be, hereunder. In the event Except as otherwise provided in Sections 2.7.5, 2.11 and 2.12, a Notice of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar a LIBOR Rate Borrowing Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the 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 shall be considered a separate Borrowing. This Section 2.9 shall not apply to Swing Line Loans or Protective Advances, which may not be converted or continued. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.2.1, the Borrower shall have the option: may, upon irrevocable written notice to Agent in accordance with clause (b) below, elect (i) as of any Business Day, to convert at any time all Loans (or any part of any Borrowing from one Type to the other Type; or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 thereof in an aggregate amount that is an of not less than $100,000 or a higher integral multiple of $1,000,000 and 50,000) into Loans of the other type or (ii) as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $5,000,000. In 100,000 or a higher integral multiple of $50,000) for a new Interest Period; provided that any conversion of a LIBOR Loan on a day other than the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation last day of an Interest Period therefor 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 Borrowingsubject to Section 3.5. (b) To exercise its option pursuant to this Section 2.06, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice give written or telephonic notice (followed immediately by written confirmation thereof) to the Administrative Agent no later than 12:00 p.m. (New York City time) no of each proposed conversion or continuation not later than (i) on the proposed conversion date, in the case of a conversion to a into Base Rate BorrowingLoans, or 12:00 noon Chicago time on the proposed date of such conversion and (ii) three Business Days in advance of the proposed conversion/continuation date, in the case of a conversion tointo or continuation of LIBOR Loans, 12:00 noon Chicago time at least three Business Days prior to the proposed date of such conversion or a continuation ofcontinuation, a Eurodollar Rate Borrowing. In lieu specifying in each case: (i) the proposed date of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall (ii) the aggregate amount of Loans to be promptly confirmed converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) in writing by delivery the case of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion tointo, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after LIBOR Loans, the Interest Rate Determination Date with respect to duration of the requested Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewiththerefor. (c) Notwithstanding anything If upon the expiration of any Interest Period applicable to LIBOR Loans, Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the contrary hereinlast day of such Interest Period. (d) Agent will promptly notify each applicable Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if an Event of Default under clause (a)no timely notice is provided by Borrower, (e) or (f) of Article 7 or, at the request of the Requisite Lenders, details of any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowingautomatic conversion.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.17, the Borrower Borrowers shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(c) or 2.2(b), as applicable. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.8 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its a Borrower’s option pursuant to this Section 2.062.8, the Borrower Company, on behalf of the applicable Borrower, shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 p.m. (New York City time) no later than at least (i) on one Business Day in advance of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower Company, on behalf of the applicable Borrower, may give give, not later than the applicable time set forth above, the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall governgovern and control. A Except as otherwise provided herein, a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.17(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (eSection 7.1(a) or (f7.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 2.7 and 2.142.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; Type or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 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 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. (New York City time) no later than at least (i) on one Business Day in advance of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic telephone notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall govern. A Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after event of the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate BorrowingBorrowing (i) if an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing or (ii) at the request of the Requisite Lenders, if any Event of Default other than any Event of Default described in clause (i) above shall have occurred and is continuing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.15 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Loan (in an amount permitted by Section 2.1(b)(iii)) from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingLoan, to continue all or any part portion of such Borrowing Loan (in an amount permitted by Section 2.1(b)(iii)) 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingLoan. (b) To exercise its option pursuant Subject to this Section 2.06clause (c) below, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 2:00 p.m. (New York City time) no later than (i) on at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or (iiLoan) and at least three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Rate BorrowingLoan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. (c) Any Conversion/Continuation Notice shall be executed by a Responsible Officer of the Borrower in a writing delivered to the Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any such proposed conversion/conversion or continuation, as the case may be; provided that each such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed the applicable Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such the telephonic notice is given. In the event of any a discrepancy between the telephonic telephone notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall govern. A In the case of any Conversion/Continuation Notice for conversion tothat is irrevocable once given, or continuation ofif the Borrower provides telephonic notice in lieu thereof, any Eurodollar Rate Borrowing such telephone notice shall also be irrevocable on and after once given. Neither the Interest Rate Determination Date with respect Administrative Agent nor any Lender shall incur any liability to the Interest Period requested, Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or deemed requested, for such Borrowing, and other person authorized on behalf of the Borrower shall be bound to effect a conversion or continuation for otherwise acting in accordance therewithgood faith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.15 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Loan (in an amount permitted by Section 2.1(b)(iii)) from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingSOFR Loan, to continue all or any part portion of such Borrowing Loan (in an amount permitted by Section 2.1(b)(iii)) 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingSOFR Loan. (b) To exercise its option pursuant Subject to this Section 2.06clause (c) below, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 2:00 p.m. (New York City time) no later than (i) on at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or (iiLoan) and at least three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Periodic Term SOFR Determination Day, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate BorrowingLoan. (c) Any Conversion/Continuation Notice shall be executed by a Responsible Officer of the Borrower in a writing delivered to the Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any such proposed conversion/conversion or continuation, as the case may be; provided that each such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed the applicable Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such the telephonic notice is given. In the event of any a discrepancy between the telephonic telephone notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall govern. A In the case of any Conversion/Continuation Notice for conversion tothat is irrevocable once given, or continuation ofif the Borrower provides telephonic notice in lieu thereof, any Eurodollar Rate Borrowing such telephone notice shall also be irrevocable on and after once given. Neither the Interest Rate Determination Date with respect Administrative Agent nor any Lender shall incur any liability to the Interest Period requested, Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or deemed requested, for such Borrowing, and other person authorized on behalf of the Borrower shall be bound to effect a conversion or continuation for otherwise acting in accordance therewithgood faith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.15, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing (including any Borrowing referred to in Section 2.5(e)) from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.6 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Term Loans comprising such Borrowing, and the Term 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 2.062.6, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 p.m. noon (New York City time) no later than at least (i) on one Business Day in advance of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give give, not later than the applicable time set forth above, the Administrative Agent telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.15(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 2.7 and 2.142.17, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b) or 2.2(b), as applicable. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.8 in part, such conversion or continuation shall be allocated ratably, in accordance with the their respective 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 2.062.8, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 1:00 p.m. (New York City time) no later than at least (i) on one Business Day in advance of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall governgovern and control. A Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.17, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.8 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its option pursuant to this Section 2.062.8, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no (i) not later than 12:00 p.m. 11:00 a.m. (New York City time) no later than (i) on one Business Day in advance of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) not later than 2:00 p.m. (New York City time) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.17(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.15 and 2.14so long as no 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 Borrowing equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Term Loan to another Type of Term Loan; provided, a Eurodollar Rate Term Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Eurodollar Rate Term Loan unless Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate Borrowing, to continue all or any part portion of such Borrowing equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.6 in part, such conversion or continuation shall be allocated ratably, in accordance with the Pro Rata Shares, among the Lenders holding the Term Loans comprising such Borrowing, and the Term 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 2.06, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. 11:00 a.m. (New York City time) no later than (i) on at least one Business Day in advance of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or Borrowing and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering Except as otherwise provided herein, a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything . If on any day a Term Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the contrary herein, if an Event terms hereof specifying the applicable basis for determining the rate of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuinginterest, then no outstanding Borrowing may for that day such Term Loan shall be converted to or continued as a Eurodollar Base Rate BorrowingTerm Loan.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.15, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing (including any Borrowing referred to in Section 2.5(e)) from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.6 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Term Loans comprising such Borrowing, and the Term 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 2.062.6, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 p.m. noon (New York City time) no later than at least (i) on one Business Day in advance of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give give, not later than the applicable time set forth above, the Administrative Agent telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.15(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar BSBY Rate BorrowingLoan, all or any part of such Borrowing as a Eurodollar BSBY Rate Borrowing Loan and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar BSBY Rate BorrowingLoan, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the 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 shall be considered a separate Borrowing. This Section 2.9 shall not apply to Swing Line Loans or Protective Advances, which may not be converted or continued. (ba) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionDMFIRM #406105327 v2 98 Conversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar BSBY Rate BorrowingLoan. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar BSBY Rate Borrowing Loan shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (cb) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar BSBY Rate BorrowingLoan.

Conversion/Continuation. (a) Subject to Sections 2.05 2.7 and 2.142.17, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; Type or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 an integral multiple of $1,000,000 and not less than $5,000,000equal to such outstanding Borrowing. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 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 2.062.8, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. 10:00 a.m. (New York City time) no later than (i) on the Business Day of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic telephone notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall govern. A Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowing, and if the Borrower shall be bound fails to effect a conversion or continuation in accordance therewiththerewith it shall be subject to Section 2.17(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.18 and 2.14so long as no Event of Default shall have occurred and then be continuing, the Borrower Borrowers shall have the option: (i) to convert at any time all or any part of any Borrowing Term Loan or Revolving Loan denominated in Dollars equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a Term SOFR Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Term SOFR Loan unless the Borrowers shall pay all amounts due under Section 2.18 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Eurocurrency Rate BorrowingLoan or Term SOFR Loan, to continue all or any part portion of such Borrowing Loan equal to $5,000,000 (or €5,000,000 with respect to any drawing in Euro) and integral multiples of $1,000,000 (or €1,000,000 with respect to any drawing in Euro) in excess of that amount as a Eurodollar Eurocurrency Rate Borrowing and to elect an Interest Period thereforLoan or Term SOFR Loan, as applicable; provided, in each casethat for the avoidance of doubt, that at the commencement no conversion or continuation of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with Loan pursuant to this Section 2.06 2.09 shall affect the currency in part, which such Loan is denominated prior to any such conversion or continuation and each such Loan shall be allocated ratablyremain outstanding denominated in the currency originally issued; provided, in accordance with the Pro Rata Sharesfurther, 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 2.06, that if the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice wishes to request (x) Eurocurrency Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” or (y) Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent no not later than 12:00 p.m. 11:00 a.m. (New York City time) no later than (i) on the proposed conversion date, in the case of a conversion to a Base Rate Borrowing, or (ii) three four Business Days in advance prior to the requested date of the proposed conversion/continuation datesuch Loan, in the case of a conversion toor continuation, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give whereupon the Administrative Agent telephonic shall give prompt notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.​

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.17 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the other Typeexpiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.17 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingLoan, to continue all or any part portion of such Borrowing Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingLoan. (b) To exercise its option pursuant to this Section 2.06, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent telephonic notice no later than 12:00 p.m. noon (New York City time) no later than (i) on ), followed by a Conversion/Continuation Notice, at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or (iiLoan) and at least three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Rate BorrowingLoan). In lieu of delivering a Conversion/Continuation NoticeExcept as otherwise provided herein, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery of and/or a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to . Notice of receipt of each Conversion/Continuation Notice in respect of Loans, together with the contrary hereinamount of each Lender's Pro Rata Share thereof, if an Event any, together with the applicable interest rate and Interest Period, shall be provided by Administrative Agent to each 62 70 applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00 PM (New York City time) on the same day as Administrative Agent's receipt of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowingsuch Conversion/Continuation Notice from Borrower.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.15 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Loan (in an amount permitted by Section 2.1(b)(iii)) from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingSOFR Loan, to continue all or any part portion of such Borrowing Loan (in an amount permitted by Section 2.1(b)(iii)) 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingSOFR Loan. (b) To exercise its option pursuant Subject to this Section 2.06clause (c) below, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 2:00 p.m. (New York City time) no later than (i) on at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or (iiLoan) and at least three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Periodic Term SOFR Determination Day, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate BorrowingLoan. (c) Any Conversion/Continuation Notice shall be executed by a Responsible Officer of the Borrower in a writing delivered to the Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any such proposed conversion/conversion or continuation, as the case may be; provided that each such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed the applicable Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such the telephonic notice is given. In the event of any a discrepancy between the telephonic telephone notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall govern. A In the case of any Conversion/Continuation Notice for conversion tothat is irrevocable once given, or continuation ofif the Borrower provides telephonic notice in lieu thereof, any Eurodollar Rate Borrowing such telephone notice shall also be irrevocable on and after once given. Neither the Interest Rate Determination Date with respect Administrative Agent nor any Lender shall incur any liability to the Interest Period requested, Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been 84 1223206.01A-CHISR02A1223231.10A-CHISR02A - MSW given by a duly authorized officer or deemed requested, for such Borrowing, and other person authorized on behalf of the Borrower shall be bound to effect a conversion or continuation for otherwise acting in accordance therewithgood faith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.18 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingLoan, to continue all or any part portion of such Borrowing Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingLoan. (b) To exercise its option pursuant Subject to this Section 2.063.2(b), the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. (New York City time) no later than (i) on 10:00 a.m. at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or (iiLoan) and at least three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Rate BorrowingLoan). In lieu of delivering Except as otherwise provided herein, a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing Loans shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything . If Borrower fails to the contrary herein, if an Event of Default under clause (a), (e) give a timely notice requesting a conversion or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuingcontinuation, then no outstanding Borrowing may be converted to or continued as a the applicable Eurodollar Rate BorrowingLoans shall automatically continue as Eurodollar Rate Loans having an Interest Period of one month (or such other Interest Period as Borrower and Administrative Agent may agree).

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.2.1, the Borrower shall have the option: may, upon irrevocable written notice to Agent in accordance with clause (b) below, elect (i) as of any Business Day, to convert at any time all Loans (or any part of any Borrowing from one Type to the other Type; or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 thereof in an aggregate amount that is an of not less than $100,000 or a higher integral multiple of $1,000,000 and 50,000) into Loans of the other type or (ii) as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $5,000,000. In 100,000 or a higher integral multiple of $50,000) for a new Interest Period; provided that any conversion of a LIBOR Loan on a day other than the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation last day of an Interest Period therefor 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 Borrowingsubject to Section 3.5. (b) To exercise its option pursuant to this Section 2.06, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice give written or telephonic notice (followed promptly by written confirmation thereof) to the Administrative Agent no later than 12:00 p.m. (New York City time) no of each proposed conversion or continuation not later than (i) on the proposed conversion date, in the case of a conversion to a into Base Rate BorrowingLoans, or 11:00 a.m. Chicago time on the proposed date of such conversion and (ii) three Business Days in advance of the proposed conversion/continuation date, in the case of a conversion tointo or continuation of LIBOR Loans, 11:00 a.m. Chicago time at least - 18 - three Business Days prior to the proposed date of such conversion or a continuation ofcontinuation, substantially in the form of Exhibit F hereto (each such notice or written confirmation of telephonic notice, a Eurodollar Rate Borrowing. In lieu "Notice of delivering a Conversion/Continuation Notice, Continuation") and specifying in each case: (w) the Borrower may give the Administrative Agent telephonic notice by the required time proposed date of any proposed conversion/conversion or continuation; provided that such telephonic notice shall (x) the aggregate amount of Loans to be promptly confirmed converted or continued; (y) the type of Loans resulting from the proposed conversion or continuation; and (z) in writing by delivery the case of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion tointo, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after LIBOR Loans, the Interest Rate Determination Date with respect to duration of the requested Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewiththerefor. (c) Notwithstanding anything If upon the expiration of any Interest Period applicable to LIBOR Loans, Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans, Borrower shall be deemed to have elected to convert such LIBOR Loan into Base Rate Loans effective on the contrary hereinlast day of such Interest Period. (d) Agent will promptly notify each applicable Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if an Event of Default under clause (a)no timely notice is provided by Borrower, (e) or (f) of Article 7 or, at the request of the Requisite Lenders, details of any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowingautomatic conversion.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar Rate Term Benchmark Borrowing, all or any part of such Borrowing as a Eurodollar Rate Term Benchmark Borrowing and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar Rate Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (ba) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Term Benchmark Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Term Benchmark Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (cb) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (eSection 8.1(a) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Term Benchmark Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar BSBY Rate BorrowingLoan, all or any part of such Borrowing as a Eurodollar BSBY Rate Borrowing Loan and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar BSBY Rate BorrowingLoan, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the 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 shall be considered a separate Borrowing. This Section 2.9 shall not apply to Swing Line Loans or Protective Advances, which may not be converted or continued. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar BSBY Rate BorrowingLoan. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenConversion/‌Continuation Notice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar BSBY Rate Borrowing Loan shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar BSBY Rate BorrowingLoan.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar BSBY Rate BorrowingLoan, all or any part of such Borrowing as a Eurodollar BSBY Rate Borrowing Loan and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar BSBY Rate BorrowingLoan, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the 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 shall be considered a separate Borrowing. This Section 2.9 shall not apply to Swing Line Loans or Protective Advances, which may not be converted or continued. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar BSBY Rate BorrowingLoan. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenConversion/‌Continuation Notice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar BSBY Rate Borrowing Loan shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar BSBY Rate Borrowing.Loan. ​ ​

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.14 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Loan equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided that, a Term SOFR Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Term SOFR Loan unless the Borrower shall pay all amounts due under Section 2.14 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingTerm SOFR Loan, to continue all or any part portion of such Borrowing as a Eurodollar Rate Borrowing Loan equal to $1,000,000 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 amount that is an integral multiple multiples of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with the Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part excess of such Borrowing resulting from such conversion or continuation shall be considered that amount as a separate BorrowingTerm SOFR Loan. (b) To exercise its option pursuant Subject to this Section 2.06clause (c) below, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 2:00 p.m. (New York City time) no later than (i) on at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or Loan) and at least three (ii3) three U.S. Government Securities Business Days in advance of the proposed conversionConversion/continuation date, Continuation Date (in the case of a conversion to, or a continuation of, a Eurodollar Term SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Term SOFR Loans shall be irrevocable, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate BorrowingLoan. (c) Any Conversion/Continuation Notice shall be executed by a Responsible Officer of the Borrower in a writing delivered to the Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any such proposed conversion/conversion or continuation, as the case may be; provided that that, each such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed the applicable Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such the telephonic notice is given. In the event of any a discrepancy between the telephonic telephone notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall govern. A In the case of any Conversion/Continuation Notice for conversion tothat is irrevocable once given, or continuation ofif the Borrower provides telephonic notice in lieu thereof, any Eurodollar Rate Borrowing such telephone notice shall also be irrevocable on and after once given. Neither the Interest Rate Determination Date with respect Administrative Agent nor any Lender shall incur any liability to the Interest Period requested, Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or deemed requested, for such Borrowing, and other person authorized on behalf of the Borrower shall be bound to effect a conversion or continuation for otherwise acting in accordance therewithgood faith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.18 and 2.14so long as no Event of Default shall have occurred and then be continuing, the Borrower Borrowers shall have the option: (i) to convert at any time all or any part of any Borrowing Term Loan or Revolving Loan denominated in Dollars equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a Eurocurrency Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Eurocurrency Rate Loan unless the Borrowers shall pay all amounts due under Section 2.18 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Eurocurrency Rate BorrowingLoan, to continue all or any part portion of such Borrowing Loan equal to $5,000,000 (or €5,000,000 with respect to any drawing in Euro) and integral multiples of $1,000,000 (or €1,000,000 with respect to any drawing in Euro) in excess of that amount as a Eurodollar Eurocurrency Rate Borrowing and to elect an Interest Period thereforLoan; provided, in each casethat for the avoidance of doubt, that at the commencement no conversion or continuation of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with Loan pursuant to this Section 2.06 2.09 shall affect the currency in part, which such Loan is denominated prior to any such conversion or continuation and each such Loan shall remain outstanding denominated in the currency originally issued; provided, further, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be allocated ratably, in accordance with received by the Pro Rata Shares, among Administrative Agent not later than 11:00 a.m. (New York City time) four Business Days prior to the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part requested date of such Borrowing resulting from such Loan, conversion or continuation continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. (New York City time), three Business Days before the requested date of such Loan, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be considered a separate Borrowingby telephone) whether or not the requested Interest Period has been consented to by all the Lenders. (b) To exercise its option pursuant to this Section 2.06, the The applicable Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent with respect to Loans, no later than 12:00 p.m. 11:00 a.m. (New York City time) no later than (i) on ), at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or Loan) and at least three (ii3) three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate BorrowingLoan). In lieu of delivering Except as otherwise provided herein, a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Eurocurrency Rate Borrowing Loans, shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the each Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option:: DMFIRM #406105327 v12 113 (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; or and (ii) to continue, at the end of the Interest Period applicable to any Eurodollar BSBY Rate BorrowingLoan, all or any part of such Borrowing as a Eurodollar BSBY Rate Borrowing Loan and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar BSBY Rate BorrowingLoan, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the 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 shall be considered a separate Borrowing. This Section 2.9 shall not apply to Swing Line Loans or Protective Advances, which may not be converted or continued. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar BSBY Rate BorrowingLoan. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar BSBY Rate Borrowing Loan shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar BSBY Rate BorrowingLoan.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.18 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingLoan, to continue all or any part portion of such Borrowing Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingLoan. (b) To exercise its option pursuant Subject to this Section 2.06clause (c) below, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. 11:00 a.m. (New York City time) no later than at least one (i1) on Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or Loan) and at least three (ii3) three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Rate BorrowingLoan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan. (c) In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided that each such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed the Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such the telephonic notice is given. In the event of any a discrepancy between the telephonic telephone notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall govern. A In the case of any Conversion/Continuation Notice for conversion tothat is irrevocable once given, or continuation ofif Borrower provides telephonic notice in lieu thereof, any Eurodollar Rate Borrowing such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on and after the Interest Rate Determination Date with respect to the Interest Period requested, behalf of Borrower or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation otherwise acting in accordance therewithgood faith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 the provisions of subsections 2.2E and 2.142.6, if any Eurodollar Rate Loan is to be made or continued on any date on which any Base Rate Loans are outstanding, each outstanding Base Rate Loan shall be automatically converted into a Eurodollar Rate Loan on such date and shall have the same Interest Period as the Eurodollar Rate Loan to be made or continued on such date. Upon the expiration of any Interest Period applicable to a Eurodollar Rate Loan, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar Rate Borrowing, all or any part of continue such Borrowing Loan 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000Loan. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 2.06, the The Borrower shall deliver a fully completed and executed Conversion/Notice of Continuation Notice to the Administrative Agent no later than 12:00 p.m. 10:00 A.M. (New York City time) no later than (i) on the proposed conversion date, in the case of a conversion to a Base Rate Borrowing, or (ii) at least three Business Days in advance of the proposed conversion/continuation date, in date for the case of a conversion to, or a continuation of, a applicable Eurodollar Rate BorrowingLoan. A Notice of Continuation shall specify (i) the proposed continuation date (which shall be a Business Day), (ii) the amount of the Eurodollar Rate Loan to be continued, (iii) the requested Interest Period, and (iv) that no Potential Event of Default or Event of Default has occurred and is continuing. In lieu of delivering a Conversion/Continuation Noticethe above-described Notice of Continuation, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuationcontinuation under this subsection 2.2D; provided PROVIDED, HOWEVER, that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Conversion/Notice of Continuation Notice to the Administrative Agent on or before the close proposed continuation date. Upon receipt of business written or telephonic notice of any proposed continuation under this subsection 2.2D, the Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Agent nor any Lender shall incur any liability to the Borrower or any of its Affiliates in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of the date that Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice is giventhe Borrower shall have effected a continuation, as the case may be, hereunder. In the event Except as otherwise provided in subsections 2.2E, 2.6B and 2.6C, a Notice of any discrepancy between the Continuation for continuation of a Eurodollar Rate Loan (or telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.18 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Term Loan equal to $500,000 and integral multiples of $100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a Eurodollar Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingLoan, to continue all or any part portion of such Borrowing Loan equal to $500,000 and integral multiples of $100,000 in excess of that amount 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingLoan. (b) To exercise its option pursuant to this Section 2.06, the The Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. 10:00 a.m. (New York City time) no later than (i) on at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or Loan) and at least three (ii3) three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Rate BorrowingLoan). In lieu of delivering Except as otherwise provided herein, a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing Loans shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. . The Administrative Agent shall promptly give each Lender written notice (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (ftelephonic notice promptly confirmed in writing) of Article 7 or, at receipt of a Conversion/Continuation Notice and the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowingmatters covered by such Conversion/Continuation Notice.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar BSBY Rate BorrowingLoan, all or any part of such Borrowing as a Eurodollar BSBY Rate Borrowing Loan and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar BSBY Rate BorrowingLoan, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the 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 shall be considered a separate Borrowing. This Section 2.9 shall not apply to Swing Line Loans or Protective Advances, which may not be converted or continued. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar BSBY Rate BorrowingLoan. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar BSBY Rate Borrowing Loan shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar BSBY Rate BorrowingLoan.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar BSBY Rate BorrowingLoan, all or any part of such Borrowing as a Eurodollar BSBY Rate Borrowing Loan and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar BSBY Rate BorrowingLoan, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the 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 shall be considered a separate Borrowing. This Section 2.9 shall not apply to Swing Line Loans or Protective Advances, which may not be converted or continued. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar BSBY Rate BorrowingLoan. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar BSBY Rate Borrowing Loan shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar BSBY Rate BorrowingLoan.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.2.1, the Administrative Borrower shall have the option: may, upon irrevocable written notice to Agent in accordance with clause (b) below, elect (i) as of any Business Day, to convert at any time all Loans (or any part of any Borrowing from one Type to the other Type; or (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 thereof in an aggregate amount that is an of not less than $100,000 or a higher integral multiple of $1,000,000 and 50,000) into Loans of the other type or (ii) as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such day (or any part thereof in an aggregate amount not less than $5,000,000. In 100,000 or a higher integral multiple of $50,000) for a new Interest Period; provided, that any conversion of a LIBOR Loan on a day other than the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation last day of an Interest Period therefor 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 Borrowingsubject to Section 3.5. (b) To exercise its option pursuant to this Section 2.06, the Administrative Borrower shall deliver a fully completed and executed Conversion/Continuation Notice give written or telephonic notice (followed immediately by written confirmation thereof) to the Administrative Agent no later than 12:00 p.m. (New York City time) no of each proposed conversion or continuation not later than (i) on the proposed conversion date, in the case of a conversion to a into Base Rate BorrowingLoans, or 11:00 a.m. Chicago time on the proposed date of such conversion and (ii) three Business Days in advance of the proposed conversion/continuation date, in the case of a conversion tointo or continuation of LIBOR Loans, 11:00 a.m. Chicago time at least three Business Days prior to the proposed date of such conversion or a continuation ofcontinuation, a Eurodollar Rate Borrowing. In lieu specifying in each case in the form of delivering a Conversion/Continuation Notice, : (i) the Borrower may give the Administrative Agent telephonic notice by the required time proposed date of any proposed conversion/conversion or continuation; provided that such telephonic notice shall (ii) the aggregate amount of Loans to be promptly confirmed converted or continued; (iii) the type of Loans resulting from the proposed conversion or continuation; and (iv) in writing by delivery the case of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion tointo, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after LIBOR Loans, the Interest Rate Determination Date with respect to duration of the requested Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewiththerefor. (c) Notwithstanding anything If upon the expiration of any Interest Period applicable to LIBOR Loans, Administrative Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans. Administrative Borrower shall be deemed to have elected to convert such LIBOR Loans into Base Rate Loans effective on the contrary hereinlast day of such Interest Period. (d) Agent will promptly notify each applicable Lender of its receipt of a notice of conversion or continuation pursuant to this Section 2.2.3 or, if an Event of Default under clause (a)no timely notice is provided by Administrative Borrower, (e) or (f) of Article 7 or, at the request of the Requisite Lenders, details of any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowingautomatic conversion.

Conversion/Continuation. (ai) Subject to Sections 2.05 Section 2.6 and 2.14so long as no Potential Event of Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (ia) to convert at any time all or any part of any Borrowing Borrowing, in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000, from one Type of Loan to the other TypeType of Loan; or (ii) to continue, at provided that Term Benchmark Loans may only be converted on the end 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 Eurodollar Rate BorrowingInterest Period applicable to any Borrowing of Term Benchmark Loans, to continue all or any part portion 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 amount that is an equal to $5,000,000 or a higher integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with the Pro Rata Shares, among the Lenders holding the as Term Benchmark Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered for a separate Borrowingnew Interest Period. (bii) To exercise its option pursuant to this Section 2.06, the The Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. (New York City time) no later than (i) on 11:00 a.m. at least one Business Day in advance of the proposed conversion date, Conversion/Continuation Date (in the case of a conversion to a Base Rate Borrowing, or (iiLoans) and at least three Business Days in advance of the proposed conversionConversion/continuation date, Continuation Date (in the case of a conversion to, or a continuation of, Term Benchmark Loans). Except as otherwise provided herein, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing Term Benchmark Loans shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.. Each Conversion/Continuation Notice shall be irrevocable and in writing and shall be signed by a Responsible Officer of the Borrower; provided that, if such Conversion/Continuation Notice is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. Each Conversion/Continuation Notice shall specify the following information: (a) the Borrowing to which such Conversion/Continuation Notice applies and, if different options are being elected with respect to different portions thereof, the 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 election made pursuant to such Conversion/Continuation Notice, which shall be a Business Day; (c) Notwithstanding anything whether the resulting Borrowing is to be a Base Rate Borrowing or a Term Benchmark Borrowing (or, subject to the final paragraph of this Section 2.2F(ii), an RFR Borrowing); and (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. Notwithstanding the foregoing, in no event shall the Borrower be permitted to request pursuant to this Section 2.2F prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term SOFR Rate, an RFR Loan bearing interest based on Daily Simple SOFR (it being understood and agreed that Daily Simple SOFR shall only apply to the extent provided in Sections 2.6A(i) and 2.6A(vi), as applicable). (iii) Promptly following receipt of an Conversion/Continuation Notice, the Administrative Agent shall advise each Lender of the details thereof and of such ▇▇▇▇▇▇’s portion of each resulting Borrowing. (iv) If the Borrower fails to deliver a timely Conversion/Continuation Notice with respect to a Term Benchmark Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be deemed to have an Interest Period that is one month. Notwithstanding any contrary hereinprovision hereof, if an Event of Default under clause (a), (e) or (f) of Article 7 orhas occurred and is continuing and the Administrative Agent, at the request of the Requisite Lenders, any other Default or so notifies the Borrower, then, so long as an Event of Default shall have occurred and is continuing, then continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Term Benchmark Borrowing or an RFR Borrowing and (ii) unless repaid, (A) each Term Benchmark Borrowing shall be converted to a Base Rate BorrowingBorrowing at the end of the Interest Period applicable thereto and (B) each RFR Borrowing shall be converted to a Base Rate Borrowing on the last day of the calendar month.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.17, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b) or 2.2(b), as applicable. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.8 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its option pursuant to this Section 2.062.8, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no (i) not later than 12:00 p.m. 11:00 a.m. (New York City time) no later than (i) on one Business Day in advance of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) not later than 2:00 p.m. (New York City time) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering Except as otherwise provided herein, a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.17(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the written request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing. (d) Notwithstanding anything to the contrary contained herein, there shall not at any time be more than a total of 7 different Interest Periods in effect for Eurodollar Rate Borrowings at any time outstanding (or such greater number of different Interest Periods as the Administrative Agent may agree from time to time).

Conversion/Continuation. (a) Subject to Sections 2.05 2.07(c) and 2.142.17 and so long as no Event of Default shall have occurred and then be continuing, the Borrower Borrowers shall have the option: (i) to convert at any time all or any part of any Borrowing 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 another Type of Loan; provided, a LIBOR Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such LIBOR Rate Loan unless Borrowers pay all amounts due under Section 2.17 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar LIBOR Rate BorrowingLoan, to continue all or any part portion of such Borrowing Loan equal to $100,000 and integral multiples of $50,000 in excess of that amount as a Eurodollar LIBOR 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingLoan. (b) To exercise its option pursuant to this Section 2.06, the Borrower Representative shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. at least one (New York City time1) no later than (i) on Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or Loan) and at least three (ii3) three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar LIBOR Rate Borrowing. In lieu of delivering a Conversion/Continuation NoticeLoan); provided, however, that if the Borrower may give Representative wishes to request LIBOR Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by Administrative Agent telephonic not later than 12:00 p.m., five (5) Business Days before the requested date of such conversion or continuation, whereupon Administrative Agent shall give prompt notice by the required time of any 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 the applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, thereafter Administrative Agent on shall notify the Borrower Representative (which notice may be by telephone) whether or before not the close of business on the date that requested Interest Period has been consented to by such telephonic notice is givenLenders. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar LIBOR Rate Borrowing Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower Borrowers shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything In the event Borrower Representative fails to specify between a Base Rate Loan or a LIBOR Rate Loan in the contrary hereinapplicable Conversion/Continuation Notice, such Loan (if outstanding as a LIBOR Rate Loan) will be automatically converted into a LIBOR Rate Loan with an Interest Period of one month on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as a Base Rate Loan). In the event Borrower Representative fails to specify an Interest Period for any LIBOR Rate Loan in the applicable Conversion/Continuation Notice, Borrower Representative shall be deemed to have selected an Interest Period of one month. (d) During the existence of an Event of Default under clause (a)Default, (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing Loans may be converted to or continued as a Eurodollar Rate BorrowingLoans without the consent of the Requisite Lenders.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.17, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar Rate RateSOFR Borrowing, all or any part of such Borrowing as a Eurodollar Rate RateSOFR Borrowing and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar Rate RateSOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.8 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its option pursuant to this Section 2.062.8, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three U.S. Government Securities Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate RateSOFR Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate RateSOFR Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.17(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate RateSOFR Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.17, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b) or 2.2(b), as applicable. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.8 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its option pursuant to this Section 2.062.8, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.17(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.17, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b) or 2.2(b), as applicable. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.8 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its option pursuant to this Section 2.062.8, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no (i) not later than 12:00 p.m. 11:00 a.m. (New York City time) no later than (i) on one Business Day in advance of the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) not later than 2:00 p.m. (New York City time) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenConversion/‌Continuation Notice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.17(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other applicable Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar Rate Term Benchmark Borrowing, all or any part of such Borrowing as a Eurodollar Rate Term Benchmark Borrowing and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar Rate Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 1:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Term Benchmark Borrowing. In lieu of delivering Except as otherwise provided herein, a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Term Benchmark Borrowing shall be irrevocable on and after the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowingirrevocable, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(d). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Term Benchmark Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.15 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing Loan (in an amount permitted by Section 2.1(b)(iii)) from one Type of Loan to another Type of Loan; provided, a SOFR Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingSOFR Loan, to continue all or any part portion of such Borrowing Loan (in an amount permitted by Section 2.1(b)(iii)) 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingSOFR Loan. (b) To exercise its option pursuant Subject to this Section 2.06clause (c) below, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 2:00 p.m. (New York City time) no later than (i) on at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or (iiLoan) and at least three Business Days in advance of the proposed conversion/continuation date, date (in the 1308166-NYCSR02A - MSW case of a conversion to, or a continuation of, a Eurodollar SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any SOFR Loans shall be irrevocable on and after the related Periodic Term SOFR Determination Day, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate BorrowingLoan. (c) Any Conversion/Continuation Notice shall be executed by a Responsible Officer of the Borrower in a writing delivered to the Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any such proposed conversion/conversion or continuation, as the case may be; provided that each such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed the applicable Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such the telephonic notice is given. In the event of any a discrepancy between the telephonic telephone notice and the written Conversion/Continuation Notice, the written ContinuationConversion/Conversion Continuation Notice shall govern. A In the case of any Conversion/Continuation Notice for conversion tothat is irrevocable once given, or continuation ofif the Borrower provides telephonic notice in lieu thereof, any Eurodollar Rate Borrowing such telephone notice shall also be irrevocable on and after once given. Neither the Interest Rate Determination Date with respect Administrative Agent nor any Lender shall incur any liability to the Interest Period requested, Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or deemed requested, for such Borrowing, and other person authorized on behalf of the Borrower shall be bound to effect a conversion or continuation for otherwise acting in accordance therewithgood faith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.18, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar Rate Term Benchmark Borrowing, all or any part of such Borrowing as a Eurodollar Rate Term Benchmark Borrowing and to elect an Interest Period therefor; provided, in each case, that at the commencement of each Interest Period for any Eurodollar Rate Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.9 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each part of such Borrowing resulting from such conversion or continuation shall be considered a separate Borrowing. (b) To exercise its option pursuant to this Section 2.062.9, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 p.m. (New York City time) no later than (i) on the proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) at least three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Term Benchmark Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give the Administrative Agent Agent, not later than the applicable time set forth above, telephonic notice by the required time of any proposed conversion/conversion or continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenNotice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Term Benchmark Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.18(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (eSection 8.1(a) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is be continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Term Benchmark Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.18 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Borrowers shall have the option: (i) to convert at any time all or any part of any Borrowing Term Loan or Revolving Loan denominated in Dollars equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, that a Eurocurrency Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Eurocurrency Rate Loan unless the Borrowers shall pay all amounts due under Section 2.18 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Eurocurrency Rate BorrowingLoan, to continue all or any part portion of such Borrowing Loan equal to $5,000,000 (or €5,000,000 with respect to any drawing in Euro) and integral multiples of $1,000,000 (or €1,000,000 with respect to any drawing in Euro) in excess of that amount as a Eurodollar Eurocurrency Rate Borrowing and to elect an Interest Period thereforLoan; provided, in each casethat for the avoidance of doubt, that at the commencement no conversion or continuation of each Interest Period for any Eurodollar Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with Loan pursuant to this Section 2.06 2.09 shall affect the currency in part, which such Loan is denominated prior to any such conversion or continuation and each such Loan shall remain outstanding denominated in the currency originally issued; provided, further, that if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be allocated ratably, in accordance with received by the Pro Rata Shares, among Administrative Agent not later than 11:00 a.m. (New York City time) four Business Days prior to the Lenders holding the Loans comprising requested date of such Borrowing, and conversion or continuation, whereupon the Loans comprising each part Administrative Agent shall give prompt notice to the appropriate Lenders of such Borrowing resulting from request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. (New York City time), three Business Days before the requested date of such Borrowing, conversion or continuation continuation, the Administrative Agent shall notify the Borrower (which notice may be considered a separate Borrowingby telephone) whether or not the requested Interest Period has been consented to by all the Lenders. (b) To exercise its option pursuant to this Section 2.06, the The applicable Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent with respect to Loans, no later than 12:00 p.m. 11:00 a.m. (New York City time) no later than (i) on ), at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or Loan) and at least three (ii3) three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Eurocurrency Rate BorrowingLoan). In lieu of delivering Except as otherwise provided herein, a Conversion/Continuation Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any 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 the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Eurocurrency Rate Borrowing Loans, shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the each Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 the provisions of subsections 2.3E and 2.142.7, each Base Rate Loan shall be automatically converted into a Eurodollar Rate Loan on the Borrower shall have first day of the option: (i) to convert at next succeeding Interest Period, but in any time all or any part event within 30 days of the making of such Base Rate Loan; provided, however, that, unless expressly required by the terms of this Agreement, no Loan may be made as a Base Rate Loan during the period from December 24 of any Borrowing from one Type year to the other Type; or (ii) to continue, at the end and including January 7 of the next succeeding year. Upon the expiration of any Interest Period applicable to any a Eurodollar Rate BorrowingLoan, all or any part of the Company shall continue such Borrowing Loan 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000Loan. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 2.06, the Borrower The Company shall deliver a fully completed and executed Conversion/Notice of Continuation Notice to the Administrative Agent no later than 12:00 p.m. 10:00 A.M. (New York City timeYork) no later than (i) on the proposed conversion date, in the case of a conversion to a Base Rate Borrowing, or (ii) at least three Business Days in advance of the proposed conversion/continuation date, in date for the case of a conversion to, or a continuation of, a applicable Eurodollar Rate BorrowingLoan. A Notice of Continuation shall specify (i) the proposed continuation date (which shall be a Business Day), (ii) the amount and type of the Eurodollar Rate Loan to be continued, (iii) the nature of the proposed continuation, (iv) the requested Interest Period (which, if a Potential Event of Default has occurred and is continuing shall be a one month period), and (v) that no Event of Default has occurred and is continuing. In lieu of delivering a Conversion/Continuation Noticethe above-described Notice of Continuation, the Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuationcontinuation under this subsection 2.3D; provided provided, however, that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Conversion/Notice of Continuation Notice to the Administrative Agent on or before the close proposed continuation date. Upon receipt of business written or telephonic notice of any proposed continuation under this subsection 2.3D, the Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither the Agent nor any Lender shall incur any liability to the Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly Authorized Officer or other Person authorized to act on behalf of the date that Company or for otherwise acting in good faith under this subsection 2.3D, and upon continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default Company shall have occurred and is continuingeffected a continuation, then no outstanding Borrowing as the case may be converted to or continued as a Eurodollar Rate Borrowingbe, hereunder.

Conversion/Continuation. (a) Subject to Sections 2.05 Section 2.15 and 2.14so long as no Default or Event of Default shall have occurred and then be continuing, the Borrower Company shall have the option: (i) to convert at any time all or any part of any Borrowing Loan equal to $5.0 million and integral multiples of $1.0 million in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the other Typeexpiration of the Interest Period applicable to such Eurodollar Rate Loan unless Company shall pay all amounts due under Section 2.15 in connection with any such conversion; or (ii) to continue, at upon the end expiration of the any Interest Period applicable to any Eurodollar Rate BorrowingLoan, to continue all or any part portion of such Borrowing Loan equal to $5.0 million and integral multiples of $1.0 million in excess of that amount 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 in part, such conversion or continuation shall be allocated ratably, in accordance with 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 BorrowingLoan. (b) To exercise its option pursuant to this Section 2.06, the Borrower Company shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no later than 12:00 p.m. 10:00 a.m. (New York City time) no later than (i) on at least one Business Day in advance of the proposed conversion date, date (in the case of a conversion to a Base Rate Borrowing, or (iiLoan) and at least three Business Days in advance of the proposed conversion/continuation date, date (in the case of a conversion to, or a continuation of, a Eurodollar Rate BorrowingLoan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith. Each Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Conversion/Continuation Notice, the Borrower Company may give the Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided that each such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Conversion/Continuation the applicable Notice to the Administrative Agent on or before the close applicable date of business on the date that such continuation/conversion. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice is given. In the event referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of any discrepancy between the telephonic notice and the written Conversion/Continuation Notice, the written Continuation/Conversion Notice shall govern. A Conversion/Continuation Notice Company or for conversion to, or continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such Borrowing, and the Borrower shall be bound to effect a conversion or continuation otherwise acting in accordance therewithgood faith. (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (a), (e) or (f) of Article 7 or, at the request of the Requisite Lenders, any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing may be converted to or continued as a Eurodollar Rate Borrowing.

Conversion/Continuation. (a) Subject to Sections 2.05 and 2.14Section 2.15, the Borrower shall have the option: (i) to convert at any time all or any part of any Borrowing from one Type to the other Type; orand (ii) to continue, at the end of the Interest Period applicable to any Eurodollar 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 amount that is an integral multiple of $1,000,000 and not less than $5,000,000complies with Section 2.1(b). In the event any Borrowing shall have been converted or continued in accordance with this Section 2.06 2.6 in part, such conversion or continuation shall be allocated ratably, in accordance with the their applicable Pro Rata Shares, among the Lenders holding the Term Loans comprising such Borrowing, and the Term 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 2.062.6, the Borrower shall deliver a fully completed and executed Conversion/Continuation Notice to the Administrative Agent no not later than 12:00 p.m. noon (New York City time) no later than at least (i) on one Business Day in advance of the [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] proposed conversion dateConversion/Continuation Date, in the case of a conversion to a Base Rate Borrowing, or and (ii) three Business Days in advance of the proposed conversionConversion/continuation dateContinuation Date, in the case of a conversion to, or a continuation of, a Eurodollar Rate Borrowing. In lieu of delivering a Conversion/Continuation Notice, the Borrower may give give, not later than the applicable time set forth above, the Administrative Agent telephonic notice by the required time of any proposed conversion/conversion or‌ continuation; provided that such telephonic notice shall be promptly confirmed in writing by delivery to the Administrative Agent of a fully completed and executed Conversion/Continuation Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is givenConversion/‌Continuation Notice. In the event of any discrepancy between the telephonic notice and the written Conversion/Continuation NoticeExcept as otherwise provided herein, the written Continuation/Conversion Notice shall govern. A a Conversion/Continuation Notice for a conversion to, or a continuation of, any Eurodollar Rate Borrowing shall be irrevocable on and after the related Interest Rate Determination Date with respect to the Interest Period requested, or deemed requested, for such BorrowingDate, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith; any failure to effect such conversion or continuation in accordance therewith shall be subject to Section 2.15(c). (c) Notwithstanding anything to the contrary herein, if an Event of Default under clause (aSection 8.1(a), (e8.1(f) or (f8.1(g) of Article 7 or, at the request of the Requisite LendersLenders (or a Majority in Interest of Lenders of any Class), any other Default or Event of Default shall have occurred and is continuing, then no outstanding Borrowing (of the applicable Class, in the case of such a request by a Majority in Interest of Lenders of any Class) may be converted to or continued as a Eurodollar Rate Borrowing.