Common use of Conversion Clause in Contracts

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (c) the Type of Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Loan such Loan is to be Converted into and (f) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Rate Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Rate Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Rate Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 three (3) Business Days prior to the date of any proposed ConversionConversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding the foregoing, the Administrative Agent is authorized to rely upon the telephonic request of any of the Borrower’s Agents. The Borrower’s telephonic notices, requests and acceptances shall be directed to such officers of the Administrative Agent as the Administrative Agent may from time to time designate and shall be followed promptly by the original or a facsimile or electronic mail Notice of Conversion required pursuant to the first sentence of this Section 2.12. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 one Business Day prior to the date of any proposed Conversion into Base Rate Loans and three Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case electronic mail or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, any Borrower may on any Business Day, upon the such Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan denominated in Dollars of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, that (a) a Loan in one Agreed Currency cannot be voluntarily converted into a Loan in a different Agreed Currency and (b) a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 (i) 11:00 a.m. Eastern New York City time 3 three (3) Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans and (ii) 11:00 a.m. New York City time two (2) Business Days prior to the date of any proposed Conversion into Base Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. If a Borrower shall elect a conversion to LIBOR Loans but fail to select an Interest Period for any LIBOR Loan in accordance with this Section, such Borrower shall be deemed to have selected an Interest Period of one month. Each Notice of Conversion shall be irrevocable by and binding on the applicable Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern Central time 3 three (3) Business Days prior to the date of any proposed ConversionConversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding the foregoing, the Administrative Agent is authorized to rely upon the telephonic request of any of the Borrower’s Agents. The Borrower’s telephonic notices, requests and acceptances shall be directed to such officers of the Administrative Agent as the Administrative Agent may from time to time designate and shall be followed promptly by the original or a facsimile or electronic mail Notice of Conversion required pursuant to the first sentence of this Section 2.12. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall exist, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Eurodollar Loan into a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in made on, and only on, the last day of an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountInterest Period for such Eurodollar Loan. Each such Notice of Conversion shall be given by Borrower not later than 10:00 a.m. Eastern time 3 12:00 noon (a) on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans or (b) on the second Business Day prior to the date of any proposed Conversion into Eurodollar Loans. Promptly after upon receipt of a Notice of ConversionConversion (and in any event not later than 1:00 p.m. on the date of receipt thereof), the Administrative Agent shall notify each Revolving Lender, in the case Lender by telecopy or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or telecopy confirmed immediately in writing if by telephone, electronic mail or other similar form of communication in the form of a Notice of Conversion Conversion, specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bi) the requested date of such Conversion, (cii) the Type of Revolving Loan to be Converted, (diii) the portion of such Type of Revolving Loan to be Converted, (eiv) the Type of Revolving Loan into which such Revolving Loan is to be Converted into Converted, and (fv) if such Conversion is into a LIBOR Eurodollar Loan, the requested duration of the Interest Period of such Revolving Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. Notwithstanding the foregoing, the right to convert from a Base Rate Loan to a Eurodollar Loan, or to continue a Eurodollar Loan, shall not be available during the occurrence of a Default or an Event of Default.

Conversion. The So long as no Event of Default exists and, without the prior written consent of the Administrative Agent, so long as no Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 one Business Day prior to the date of any proposed Conversion into Base Rate Loans and three Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case electronic mail or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Any Conversion of a LIBOR Loan (other than a LIBOR Daily Loan) into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 (i) 11:00 a.m. Eastern time 3 three (3) Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans (or, with respect to any proposed Conversion on the Fourth Amendment Effective Date, 11:00 a.m. on the Fourth Amendment Effective Date) and (ii) 11:00 a.m. two (2) Business Days prior to the date of any proposed Conversion into Base Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan (other than a LIBOR Daily Loan), the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed promptly in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower Borrowers once given.

Conversion. The Borrower may shall have the option, on any Business Day, upon the Borrower’s giving of to extend existing Eurocurrency Rate Loans into a Notice of Conversion subsequent Interest Period or to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a convert Revolving Loan or Term Loan Loans of one Type type into a Revolving Loan or Term Loan, as applicable, Loans of another Typetype; provided, however, a that (i) except as provided in Section 3.7, Eurocurrency Rate Loans may be converted into Base Rate Loan Loans only on the last day of an Interest Period applicable thereto, (ii) Eurocurrency Rate Loans may not be Converted extended, and Base Rate Loans may be converted into a LIBOR Loan Eurocurrency Rate Loans, only if a no Default or Event of Default exists. Each Conversion is in existence on the date of Base extension or conversion, (iii) Revolving Loans extended as, or converted into, Eurocurrency Rate Loans into LIBOR Loans shall be in such minimum amounts as provided in Section 2.2(b), and (iv) any request for extension of or conversion to a Eurocurrency Rate Loan which shall fail to specify an aggregate minimum amount Interest Period shall be deemed to be a request for an Interest Period of $1,000,000 and integral multiples of $1,000,000 in excess of that amountone month. Each such Notice of Conversion extension or conversion shall be given not later than 10:00 a.m. Eastern time 3 Business Days prior effected by the Borrower by giving written notice (or telephone notice promptly confirmed in writing) to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lendersubstantially in the form of Schedule 3.2 (a “Notice of Extension/Conversion”) prior to 10:00 A.M. (Charlotte, North Carolina time) on (x) the same Business Day of, in the case of a Conversion of Revolving Loans, Base Rate Loans and each Term Loan Lender(y) on the second Business Day prior to, in the case of a Conversion of Term Loans, Eurocurrency Rate Loans the date of the proposed Conversionextension or conversion, specifying the date of the proposed extension or conversion, the Revolving Loans to be so extended or converted, the types of Revolving Loans into which such Revolving Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Subject Each request for extension or conversion to the restrictions specified above, each Notice of Conversion any Eurocurrency Rate Loan shall be deemed to be a reaffirmation by telecopythe Borrower that no Default or Event of Default then exists. In the event the Borrower fails to request extension of or conversion to any Eurocurrency Rate Loan in accordance with this Section, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are any such conversion or extension is not permitted or required by this Section, then such Revolving Loans or Term Loans, (b) the requested date of such Conversion, (c) the Type of Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Loan such Loan is to be Converted into and (f) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on automatically converted into Base Rate Loans at the Borrower once givenend of their Interest Period. The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed conversion affecting any Revolving Loans.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Revolving Loan that is a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Revolving Loan such Revolving Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Any Conversion of a LIBOR Loan (other than a LIBOR Daily Loan) into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 (i) 11:00 a.m. Eastern time 3 three (3) Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans (or, with respect to any proposed Conversion on the Effective Date, 11:00 a.m. on the Effective Date) and (ii) 11:00 a.m. two (2) Business Days prior to the date of any proposed Conversion into Base Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan (other than a LIBOR Daily Loan), the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, (i) a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default existsexists and (ii) no notice shall be required for a Conversion of a LIBOR Loan into a Base Rate Loan on the last day of an Interest Period. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amountamount and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan, unless the Borrower pays all applicable compensation pursuant to Section 5.4. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern Pacific time 3 three (3) Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, any Borrower may may, on any U.S. Government Securities Business Day, upon the such Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan or Daily SOFR Loan may not be Converted into a LIBOR Term SOFR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans or Daily SOFR Loans into LIBOR Term SOFR Loans shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Any Conversion of a Term SOFR Loan into a Base Rate Loan or Daily SOFR Loan shall be made on, and only on, the last day of an Interest Period for such Term SOFR Loan. Each such Notice of Conversion shall be given not later than 10:00 a.m. (i) 1:00 p.m. Eastern time 3 U.S. Government Securities Business Days prior to the date of any proposed ConversionConversion into a Daily SOFR Loan or Term SOFR Loan and (ii) 1:00 p.m. Eastern time two (2) Business Days prior to the date of any proposed Conversion into a Base Rate Loan. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. If a Borrower shall elect a conversion to Term SOFR Loans but fails to select an Interest Period for any Term SOFR Loan in accordance with this Section, such Borrower shall be deemed to have selected an Interest Period of one month. Each Notice of Conversion shall be irrevocable by and binding on the applicable Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another TypeType but of the same Class; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans of a Class into LIBOR Loans of such Class shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender holding Loans being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type and Class of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and into, (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such LoanLoan and (f) the amount of such LIBOR Loans, if any, that the Borrower has elected to have subject to a Specified Derivatives Contract that provides a hedge against interest rate risks and the Specified Derivatives Contract(s) to which such amount is subject. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall exist, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Revolving Loan that is a LIBOR Rate Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Rate Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Revolving Loan such Revolving Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Rate Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, (i) a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default existsexists and (ii) no notice shall be required for a Conversion of a LIBOR Loan into a Base Rate Loan on the last day of an Interest Period. Each Conversion of Base Rate Loans of the same Class into LIBOR Loans of the same Class shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amountamount and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan, unless the Borrower pays all applicable compensation pursuant to Section 5.4. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern Pacific time 3 three (3) Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender holding Loans being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (b) the Type and Class of Loan to be Converted, (c) the portion of such Type and Class of Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may provided that Loans of other Types shall not be Converted into a LIBOR Loan if a Default Multicurrency Loans or Event of Default existsvice versa. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $1,000,000 100,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 (Pacific time) three (3) Business Days prior to the date of any proposed ConversionConversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into into, and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, no Loan may be Converted into a SOFR Loan if an Event of Default exists, but shall be automatically converted to a Base Rate Loan may not be Converted into on (a) the last day of the Interest Period relating thereto for a LIBOR Term SOFR Loan if a Default or ending during the continuance of any Event of Default existsor (b) the date of any such Event of Default for a Daily Simple SOFR Loan. Each Conversion of Base Rate Loans of the same Class into LIBOR SOFR Loans of the same Class shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 a.m. 2:00 p.m. Eastern time 3 Business Days prior to the date of any proposed ConversionConversion and such Conversion shall only be made on (a) the last day of the Interest Period with respect to any such Loan that is a Term SOFR Loan, or (b) the applicable interest payment date with respect to any such Loan that is a Daily Simple SOFR Loan. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender holding Loans being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type and Class of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower Company may on any Business DayDay (so long as no Default or Event of Default has occurred and is continuing) unless otherwise agreed to by the Majority Banks, upon the Borrower’s giving of a Notice of Conversion given to the Administrative Agent by telecopyAgent, electronic mail or other similar form and subject to the provisions of communicationSection 4.07(c), Convert all convert the entire amount of or a portion of a Revolving Loan or Term Loan all Loans of one Type comprising the same Borrowing into a Revolving Loan or Term Loan, as applicable, Loans of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event that any conversion of Default exists. Each Conversion of Base any Eurodollar Rate Loans into LIBOR Prime Rate Loans shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such Eurodollar Rate Loans and, upon conversion of any Prime Rate Loans into Eurodollar Rate Loans, the Company shall pay accrued interest to the date of conversions on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountconverted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 1:00 p.m. (New York City time), on the day of any proposed conversion into Prime Rate Loans and not later than 5:00 p.m. (New York City time) on the third Business Days Day prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving conversion into Eurodollar Rate Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or facsimile transmission and, electronic mail or other similar form of communication if by telephone, promptly confirmed in the form of a Notice of Conversion writing, in each case specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bi) the requested date of such Conversionconversion, (cii) the Type of Loan Loans to be Convertedconverted, (diii) the portion of such Type of Loan to be Convertedconverted, (eiv) the Type of Loan such Loan is Loans are to be Converted converted into and (fv) if such Conversion conversion is into a LIBOR LoanEurodollar Rate Loans, the requested duration of the Interest Period of such Loan. Each Notice of Conversion conversion shall be irrevocable in an aggregate amount for the Loans of all Tranche 2 Banks of not less than $5,000,000 or in an integral multiple of $1,000,000 in excess thereof. The Company may elect to convert the entire amount of or a portion of all Loans of one Type comprising more than one Borrowing into Loans of another Type by and binding combining such Borrowings into one Borrowing consisting of Loans of another Type; provided, however, that if the Borrowings so combined consist of Eurodollar Rate Loans, such Loans shall have Interest Periods ending on the Borrower once givensame date.

Conversion. The Borrower may on any Business DayDay (so long as no Default or Event of Default has occurred and is continuing), upon the Borrower’s giving of notice (each such notice, a "Notice of Conversion Conversion") given to the Administrative Agent by telecopyAgent, electronic mail or other similar form and subject to the provisions of communicationSection 4.8(c), Convert all convert the entire amount of or a portion of a all Revolving Loan or Term Loan Loans of one Type comprising the same Borrowing into a Revolving Loan or Term Loan, as applicable, Loans of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event that any conversion of Default exists. Each Conversion of Base any Eurodollar Rate Loans into LIBOR Revolving Loans of another Type shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such Eurodollar Rate Loans and, upon conversion of any Prime Rate Loans into Revolving Loans of another Type, the Borrower shall pay accrued interest to the date of conversions on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountconverted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern 12:00 P.M. New York City time 3 on the Business Days Day prior to the date of any proposed Conversion. Promptly after receipt conversion into Prime Rate Loans and on the third Business Day prior to the date of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving any proposed conversion into Eurodollar Rate Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or facsimile transmission, electronic mail or other similar form of communication and if by telephone, promptly confirmed in writing substantially in the form of a Notice of Conversion Exhibit H, in each case specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bi) the requested date of such Conversionconversion, (cii) the Type of Loan Revolving Loans to be Convertedconverted, (diii) the portion of such Type of Revolving Loan to be Convertedconverted, (eiv) the Type of Revolving Loan such Loan is Revolving Loans are to be Converted converted into and (fv) if such Conversion conversion is into a LIBOR LoanEurodollar Rate Loans, the requested duration of the Interest Period of such Revolving Loan. Each Notice of Conversion conversion shall be irrevocable in an aggregate amount for the Revolving Loans of all Lenders of not less than $5,000,000 or an integral multiple of $100,000 in excess thereof. The Borrower may elect to convert the entire amount of or a portion of all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by and binding combining such Borrowings into one Borrowing consisting of Revolving Loans of another Type; provided, however, that if the Borrowings so combined consist of Eurodollar Rate Loans, such Revolving Loans shall have Interest Periods ending on the Borrower once givensame date.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 one Business Day prior to the date of any proposed Conversion into Base Rate Loans and three Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telex or telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted into a made on, and only on, the last day of an Interest Period for such LIBOR Loan if a Default or Event of Default existsLoan. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 (Central time) one Business Day prior to the date of any proposed Conversion into Base Rate Loans and three Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telephone (confirmed immediately in writing), telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into into, and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBORSOFR Loan into a Base Rate Loan may not shall be Converted into a LIBOR Loan if a Default or Event made on, and only on, the last day of Default existsan Interest Period for such LIBORSOFR Loan. Each Conversion of Base Rate Loans into LIBOR LIBORSOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 (Central time) one (1) U.S. Government Securities Business Day prior to the date of any proposed Conversion into Base Rate Loans and three (3) U.S. Government Securities Business Days prior to the date of any proposed ConversionConversion into LIBORSOFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by facsimile, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone (confirmed immediately in writing), facsimile, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into into, and (fe) if such Conversion is into a LIBOR LIBORSOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon (a) Each Borrowing initially shall be of the Borrower’s giving of a Type specified in the applicable Notice of Conversion Borrowing. Thereafter, subject to the Administrative Agent by telecopySection 2.17, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, and so long as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a no Default or Event of Default exists. Each Conversion shall have occurred and be continuing, the Borrower shall have the option: (i) To convert, at any time, all or any part of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of any Loan equal to $1,000,000 100,000 and integral multiples of $1,000,000 100,000 in excess of that amountamount from one Type of Loan to another Type of Loan; provided that a SOFR Loan may only be converted on the expiration of the Interest Period applicable to such SOFR Loan unless the Borrower shall pay all amounts due under Section 2.20 (ii) [Reserved]. (b) The Borrower shall deliver to the Administrative Agent a written notice (or a telephonic notice promptly confirmed in writing) of each Type of Loan that is to be converted, substantially in the form of Exhibit 2.14 attached hereto (a “Notice of Conversion”) no later than 1:00 p.m. (New York City time) at least one (1) Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three (3) U.S. Government Securities Business Days in advance of the proposed conversion date (in the case of a conversion to a SOFR Loan). Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 Business Days prior irrevocable, and the Borrower shall be bound to effect a conversion in accordance therewith. (c) If, on the date expiration of any proposed Interest Period in respect of any SOFR Loan, the Borrower shall have failed to deliver a Notice of Conversion. Promptly after , then, unless such SOFR Loan is repaid as provided herein, such SOFR Loan shall continue as a SOFR Loan with the applicable Interest Period relating thereto. (d) Upon receipt of a any Notice of Conversion, the Administrative Agent shall promptly notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (c) the Type of Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Loan such Loan is to be Converted into and (f) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once givendetails thereof.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Revolving Loan that is a LIBOR Rate Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Rate Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd ) Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Revolving Loan such Revolving Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Rate Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 (i) 11:00 a.m. Eastern time 3 three (3) Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans (or, with respect to any proposed Conversion on the Fourth Amendment Effective Date, 11:00 a.m. on the Fourth Amendment Effective Date) and (ii) 11:00 a.m. two (2) Business Days prior to the date of any proposed Conversion into Base Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern San Francisco time 3 one Business Day prior to the date of any proposed Conversion into Base Rate Loans and three Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case electronic mail or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 12:00 noon on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case Lender by telecopy or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or a Term Loan (including a Base Rate Loan made pursuant to Section 2.3.(e)) of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountInterest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or an Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender holding Loans being Converted by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone (confirmed immediately in writing), electronic mail or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 one Business Day prior to the date of any proposed Conversion into Base Rate Loans and three Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, electronic mail (but in the case of a Conversion electronic mail, only to any Lender which has approved delivery of Revolving Loans, and each Term Loan Lender, in the case such notice by electronic mail) or other similar form of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 2,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 (i) 11:00 a.m. Eastern time 3 three (3) Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans (or, with respect to any proposed Conversion on the Effective Date, 11:00 a.m. on the Effective Date) and (ii) 11:00 a.m. two (2) Business Days prior to the date of any proposed Conversion into Base Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or a Term Loan (including a Base Rate Loan made pursuant to Section 2.3(e)) of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountInterest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or an Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender holding Loans being Converted by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone (confirmed immediately in writing), electronic mail or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type and Class of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert the entire amount of all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, any Conversion of a LIBOR Loan into a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in made on, and only on, the last day of an aggregate minimum amount Interest Period for such LIBOR Loan. Promptly after receipt of $1,000,000 and integral multiples a Notice of $1,000,000 in excess Conversion, the Agent shall notify each Lender by telex or telecopy, or other similar form of that amounttransmission of the proposed Conversion. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed Conversion. Promptly after receipt Conversion into Base Rate Loans and on the third Business Day prior to the date of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a any proposed Conversion of Revolving into LIBOR Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone or other similar form of communication telecopy confirmed immediately in writing if by telephone in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Revolving Loan such Revolving Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Revolving Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. Each Conversion from a Base Rate Loan to a LIBOR Loan shall be in an aggregate amount for the Revolving Loans of all the Lenders of not less than $1,000,000 or integral multiples of $100,000 in excess of that amount.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR SOFR Loan if a Default or an Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Term SOFR Loans or Daily Simple SOFR Loans, as applicable, shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 a.m. 12:00 p.m. noon Eastern time 3 (x) with respect to Loans that are to be Converted to Base Rate Loans, one (1) Business Days Day, (y) with respect to Loans that are to be converted to Daily Simple SOFR Loans, one (1) U.S. Government Securities Business Day and (z) with respect to Loans that are to be converted to Term SOFR Loans, three (3) U.S. Government Securities Business Days, in each case prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone, (confirmed promptly in writing on the same Business Day or U.S. Government Securities Business Day, as applicable), electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. If the Borrower requests a Conversion to a Term SOFR Loan, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Conversion. The Borrower Borrowers may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, Day (so long as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a no Default or Event of Default exists. Each Conversion has occurred and is continuing), upon notice substantially in the form of Base Exhibit E (each such notice, a "NOTICE OF CONVERSION") given to the Agent, and subject to the provisions of Section 4.8(c), convert the entire amount of or a portion of all Loans of one Type comprising the same Borrowing into Loans of another Type; PROVIDED, HOWEVER, that any conversion of any Eurodollar Rate Loans into LIBOR Loans of another Type shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such Eurodollar Rate Loans and, upon conversion of any Prime Rate Loans into Loans of another Type, the Borrowers shall pay accrued interest to the date of conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountconverted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 (New York City time) on the Business Days Day prior to the date of any proposed Conversion. Promptly after receipt conversion into Prime Rate Loans and on the third Business Day prior to the date of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving any proposed conversion into Eurodollar Rate Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or facsimile transmission, electronic mail or other similar form of communication and if by telephone, promptly confirmed by a writing, in the form of a Notice of Conversion each case specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bi) the requested date of such Conversionconversion, (cii) the Type of Loan Loans to be Convertedconverted, (diii) the portion of such Type of Loan to be Convertedconverted, (eiv) the Type of Loan such Loan is Loans are to be Converted converted into and (fv) if such Conversion is Loans are converted into a LIBOR LoanEurodollar Rate Loans, the requested duration length of the Interest Period of such Loanwith respect thereto. Each Notice of Conversion conversion shall be irrevocable in an aggregate amount for the Loans of all Lenders of not less than $1,000,000 or an integral multiple of $100,000 in excess thereof. The Borrowers may elect to convert the entire amount of or a portion of all Loans of one Type comprising more than one Borrowing into Loans of another Type by and binding combining such Borrowings into one Borrowing; PROVIDED, HOWEVER, that if the Borrowings so combined consist of Eurodollar Rate Loans, such Loans shall have Interest Periods ending on the Borrower once givensame date.

Conversion. The So long as no Default or Event of Default exists, the Borrower Representative may on any Business Day, upon the BorrowerBorrower Representative’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of written communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, that a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 5,000,000 and integral multiples of $1,000,000 in excess of that amount. Each Conversion of LIBOR Loans into Base Rate Loans shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern New York City time 3 three (3) Business Days prior to the date of any proposed ConversionConversion of Base Rate Loans into LIBOR Loans or of any proposed Conversion of LIBOR Loans into Base Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of written communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. If the Borrower Representative shall elect a conversion to LIBOR Loans but fail to select an Interest Period for any LIBOR Loan in accordance with this Section, the Borrower Representative shall be deemed to have selected an Interest Period of one month and if the Borrower Representative fails to give a timely notice requesting a Conversion to LIBOR Loans, then the applicable Loans shall be Continued as Base Rate Loans. Each Notice of Conversion shall be irrevocable by and binding on the Borrower Borrowers once given.

Conversion. The Subject to Section 2.3(a), the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationcommunication or telephonic notice of any proposed Conversion, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any such telephonic notice shall include all information required to be included in a Base Rate Loan may not Notice of Conversion and shall be Converted into promptly confirmed in writing by the Borrower pursuant to a LIBOR Loan if a Default or Event Notice of Default existsConversion sent to the Administrative Agent on the same day of the giving of any such telephonic notice. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amountamount (or if less, the entire remaining amount of such Loan). Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern 12:00 p.m. Luxembourg time 3 Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan; provided that if the Borrower does not specify a duration, then the Borrower will be deemed to have requested an Interest Period of one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR SOFR Loan if a Default or an Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Term SOFR Loans or Daily Simple SOFR Loans, as applicable, shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern Pacific time 3 (x) with respect to Loans that are to be Converted to Base Rate Loans, one (1) Business Days Day, (y) with respect to Loans that are to be converted to Daily Simple SOFR Loans, one (1) U.S. Government Securities Business Day and (z) with respect to Loans that are to be converted to Term SOFR Loans, three (3) U.S. Government Securities Business Days, in each case prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone, (confirmed promptly in writing on the same Business Day or U.S. Government Securities Business Day, as applicable), electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. If the Borrower requests a Conversion to a Term SOFR Loan, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a SOFR Loan.

Conversion. The So long as no Default or Event of Default exists, Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of One Million Dollars ($1,000,000 1,000,000) and integral multiples of One Hundred Thousand Dollars ($1,000,000 100,000) in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loan, Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.2. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 12:00 noon three (3) Business Days prior to the date of any proposed ConversionConversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying specifying: (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, ; (cb) the Type of Loan to be Converted, ; (dc) the portion of such Type of Loan to be Converted, ; (ed) the Type of Loan such Loan is to be Converted into into; and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or an Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.such

Conversion. The Borrower Borrowers may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrowers shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower Borrowers once given.

Conversion. The Borrower So long as no Default or Event of Default shall have occurred and be continuing, the Borrowers may on any Business Day, upon the Borrower’s Borrowers' giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Revolving Loan that is a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrowers shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Revolving Loan such Revolving Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower Borrowers once given.

Conversion. The Borrower Borrowers may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, Day (so long as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a no Default or Event of Default exists. Each Conversion has occurred and is continuing), upon notice (each such notice, a "Notice of Conversion") given to the Agent, and subject to the provisions of Section 4.14.3, convert the entire amount of or a portion of all Revolving Loans of one Type comprising the same Borrowing into Revolving Loans of the other Type; provided, that any conversion of any LIBOR Rate Loans into Base Rate Loans shall be made on, and only on, the last day of an Interest Period for such LIBOR Rate Loans and, upon conversion of any Base Rate Loans into LIBOR Loans Rate Loans, the Borrowers shall be in an aggregate minimum pay accrued interest to the date of conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountconverted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern noon Chicago time 3 on the Business Days Day prior to the date of any proposed Conversion. Promptly after receipt conversion into Base Rate Loans and on the third Business Day prior to the date of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving any proposed conversion into LIBOR Rate Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or facsimile transmission, electronic mail or other similar form of communication and if by telephone, promptly confirmed in writing, substantially in the form of a Notice of Conversion Exhibit D-1, in each case specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bi) the requested date of such Conversionconversion, (cii) the Type of Loan Revolving Loans to be Convertedconverted, (diii) the portion of such Type of Revolving Loan to be Convertedconverted, (eiv) the Type of Loan Revolving Loans such Loan is Revolving Loans are to be Converted converted into and (fv) if such Conversion conversion is into a LIBOR LoanRate Loans, the requested duration of the Interest Period of such Revolving Loan. Each Notice of Conversion conversion shall be irrevocable in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. The Borrowers may elect to convert the entire amount of or a portion of all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by and binding combining such Borrowings into one Borrowing; provided, that if the Borrowings so combined consist of LIBOR Rate Loans, such Loans shall have Interest Periods ending on the Borrower once givensame date.

Conversion. The So long as there exists (i) no Default under subsections (a), (b)(i), (b)(ii), (e) or (f) of Section 11.1 of this Agreement, (ii) no other Default as to which Administrative Agent has given Borrower notice, or (iii) no Event of Default, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $1,000,000 1,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.3. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 one Business Day prior to the date of any proposed Conversion into Base Rate Loans and three (3) Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any U.S. Government Securities Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan or Daily SOFR Loan may not be Converted into a LIBOR Term SOFR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans or Daily SOFR Loans into LIBOR Term SOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Any Conversion of a Term SOFR Loan into a Base Rate Loan or Daily SOFR Loan shall be made on, and only on, the last day of an Interest Period for such Term SOFR Loan. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern (i) 1:00 p.m. Central time 3 three (3) U.S. Government Securities Business Days prior to the date of any proposed ConversionConversion into a Daily SOFR Loan or Term SOFR Loan and (ii) 1:00 p.m. Central time three (3) Business Days prior to the date of any proposed Conversion into a Base Rate Loan. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. If the Borrower shall elect a conversion to Term SOFR Loans but fails to select an Interest Period for any Term SOFR Loan in accordance with this Section, the Borrower shall be deemed to have selected an Interest Period of one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower So long as no Default or Event of Default shall have occurred and be continuing, the Company may on any Business Day, upon the Borrower’s Company's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationDisbursing Agent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in made on, and only on, the last day of an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountInterest Period for such LIBOR Loan. Each such Notice of Conversion shall be given by the Company not later than 10:00 a.m. Eastern time 3 12:00 noon (a) on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans or (b) on the second Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after upon receipt of a Notice of ConversionConversion (and in any event not later than 1:00 p.m. on the date of receipt thereof), the Administrative Disbursing Agent shall notify each Revolving Lender, in the case Lender by telecopy or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or telecopy confirmed immediately in writing if by telephone, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b1) the requested date of such Conversion, (c2) the Type of Loan to be Converted, (d3) the portion of such Type of Loan to be Converted, (e4) the Type of Loan such Loan is to be Converted into and (f5) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the applicable Borrower once given.

Conversion. The So long as there exists no Default or Event of Default, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $1,000,000 1,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.4. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern Central time 3 one Business Day prior to the date of any proposed Conversion into Base Rate Loans and three (3) Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Subject to Section 2.5.(a), the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationcommunication or telephonic notice of any proposed Conversion, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any such telephonic notice shall include all information required to be included in a Base Rate Loan may not Notice of Conversion and shall be Converted into promptly confirmed in writing by the Borrower pursuant to a LIBOR Loan if a Default or Event Notice of Default existsConversion sent to the Administrative Agent on the same day of the giving of any such telephonic notice. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern 12:00 p.m. Central time 3 Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan; provided that if the Borrower does not specify a duration, then the Borrower will be deemed to have requested an Interest Period of one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Term SOFR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such Term SOFR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Term SOFR Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be on the principal amount so Converted in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountaccordance with Section 2.4. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time (i) one Business Day prior to the date of any proposed Conversion into Base Rate Loans, (ii) on the date (which shall be a U.S. Government Securities Business Day) of any proposed Conversion into Daily Simple SOFR Loans and (iii) 3 U.S. Government Securities Business Days prior to the date of any proposed ConversionConversion into SOFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 12:00 noon on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case Lender by telecopy or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert the entire amount of all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided. Promptly after receipt of a Notice of Conversion, howeverthe Agent shall notify each Lender by telex or telecopy, or other similar form of transmission of the proposed Conversion. Any Conversion of a LIBOR Loan into a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in made on, and only on, the last day of an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountInterest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed Conversion. Promptly after receipt Conversion into Base Rate Loans and on the third Business Day prior to the date of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a any proposed Conversion of Revolving into LIBOR Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone or other similar form of communication telecopy confirmed immediately in writing if by telephone in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Revolving Loan such Revolving Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Revolving Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. Each Conversion from a Base Rate Loan to a LIBOR Loan shall be in an aggregate amount for the Revolving Loans of all the Lenders of not less than $1,000,000 or integral multiples of $100,000 in excess of that amount.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Loan Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Eurodollar Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such Eurodollar Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Eurodollar Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Loan Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 12:00 noon on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into Eurodollar Loans. Promptly after receipt of a Notice of ConversionLoan Notice, the Administrative Agent shall notify each Revolving Lender, in the case Lender by telecopy or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Loan Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Loan Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, specifying (bi) the requested date of such Conversion, (cii) the Type of Loan to be Converted, (diii) the portion of such Type of Loan to be Converted, (eiv) the Type of Loan such Loan is to be Converted into and (fv) if such Conversion is into a LIBOR Eurodollar Loan, the requested duration of the Interest Period of such Loan. , and (b) containing certifications of the Borrower with respect to the conditions set forth in Section 5.2 clauses (b) through (d) as set forth in Exhibit C. Each Loan Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans, and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. 4.1 At any time after the Issue Date until this Debenture is no longer outstanding, this Debenture may be converted into Units at the option of the Holder, in whole or in part at any time and from time to time. The Borrower may on any Business Day, upon Holder shall effect conversions by delivering to the Borrower’s giving Company the form of a Notice of Conversion attached hereto as Annex A (a “Notice of Conversion”), specifying therein the amount of principal to be converted and the Administrative Agent by telecopydate on which such conversion is to be effected (a “Conversion Date”), electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may which shall not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. Each such Notice of Conversion shall be given not later less than 10:00 a.m. Eastern time 3 Business Days prior to 21 days following the date of any proposed delivery of the Notice of Conversion. Promptly after receipt of If no Conversion Date is specified in a Notice of Conversion, the Administrative Agent Conversion Date shall notify each Revolving Lenderbe the date that is 21 days following the date of delivery of the Notice of Conversion. To effect conversions hereunder, the Holder shall not be required to physically surrender the Debenture to the Company unless the entire principal amount of this Debenture has been converted. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Debenture in an amount equal to the applicable conversion. The Holder and the Company shall maintain records showing the principal amount converted and the date of such conversions. The Company shall deliver any objection to any Notice of Conversion within five business days of receipt of such notice. The Holder, by acceptance of this Debenture, acknowledges and agrees that, by reason of the provisions of this paragraph, following conversion of a portion of this Debenture, the unpaid and unconverted principal amount of this Debenture may be less than the amount stated on the face hereof. 4.2 The number of Units issuable upon a conversion shall be determined by the quotient obtained by dividing (x) by (y) where (x) is equal to the amount of outstanding principal to be converted plus any interest to be converted and (y) is the Conversion Price (as hereinafter defined). 4.3 Not later than ten Trading Days after any Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the Conversion Shares and the Warrants comprising the Units, which shall bear such restrictive legends and trading restrictions as are required by applicable law, representing the number of Conversion Shares and Warrants being acquired upon the conversion of this Debenture. 4.4 The conversion price (the “Conversion Price”) in effect on any Conversion Date shall be U.S$0.10. 4.5 If the Company, at any time while this Debenture is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions in shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a Conversion subdivision, combination or re-classification. 4.6 The Company covenants that, unless it then has authority to issue an unlimited number of Revolving LoansCommon Shares, it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of the Debentures, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such number of shares of the Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in the Subscription Agreement) be issuable upon the conversion of the outstanding principal amount of the Debentures and the exercise of the Warrants. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable. 4.7 Upon a conversion hereunder the Company shall not be required to issue stock certificates representing fractions of shares of the Common Stock, and each Term Loan Lenderthe Holder shall be entitled to receive, in lieu of the case final fraction of a share, one whole Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (c) the Type of Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Loan such Loan is to be Converted into Share and (f) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once givenone whole Warrant.

Conversion. The Borrower may on any U.S. Government Securities Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR SOFR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans of a Class into LIBOR Term SOFR Loans or Daily Simple SOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern (i) in the case of a Conversion to Base Rate Loans, 12:00 p.m. Central time 1 Business Day prior to the date of such proposed Conversion, (ii) in the case of a Conversion of Term SOFR Loans, 12:00 p.m. Central time 3 U.S. Government Securities Business Days prior to the date of any such proposed Conversion and (iii) in the case of a Conversion to Daily Simple SOFR Loans, 10:00 a.m. Central time on the date of such proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of Lender holding a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type and Class of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan and the amount of such Term SOFR Loan, if any, that the Borrower has elected to have subject to a Derivatives Contract that provides a hedge against interest rate risk and the Derivatives Contract(s) to which such amount is subject. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 12:00 noon on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telex or telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telephone or telecopy, electronic mail or other similar form of communication confirmed promptly in writing if by telephone, in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans of a Class into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern 12:00 p.m. Central time 3 Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of Lender holding a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type and Class of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan and the amount of such LIBOR Loan, if any, that the Borrower has elected to have subject to a Derivatives Contract that provides a hedge against interest rate risk and the Derivatives Contract(s) to which such amount is subject. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or an Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the LEGAL02/38482536v6 date of any proposed Conversion into Base Rate Loans and on the third Business Day prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender holding Loans being Converted by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone (confirmed immediately in writing), electronic mail or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another TypeType but of the same Class; provided, however, a Base Rate Loan may not be Converted into a LIBOR LIBORSOFR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans of a Class into LIBOR LIBORSOFR Loans of such Class, shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time (x) with respect to Loans that are to be Converted to Base Rate Loans, 3 Business Days, (y) with respect to Loans that are to be Converted into Term SOFR Loans, 3 U.S. Government Securities Business Days and (z) with respect to Loans that are to be Converted into Daily Simple SOFR Loans, 1 U.S. Government Securities Business Day, in each case, prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender holding Loans being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice of LEGAL02/40926073v6 Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type and Class of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and into, (fe) if such Conversion is into a LIBOR LIBORTerm SOFR Loan, the requested duration of the Interest Period of such LoanLoan and (f) the amount of such LIBORSOFR Loans, if any, that the Borrower has elected to have subject to a Specified Derivatives Contract that provides a hedge against interest rate risks and the Specified Derivatives Contract(s) to which such amount is subject. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving such Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Rate Loan into a LIBOR Daily Loan or a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan and, upon Conversion of a LIBOR Daily Loan or a Base Rate Loan into a LIBOR Loan if a Default or Event Rate Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into LIBOR Daily Loans or Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (b) the Type and Class of Loan to be Converted, (c) the portion of such Type and Class of Loan to be Converted, (d) the portion of such Type and Class of Loan to be Converted, (e) the Type of Loan into which such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Rate Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or a Term Loan (including a Base Rate Loan made pursuant to Section 2.3(e)) of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Term SOFR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a Term SOFR Loan into a Base Rate Loans into LIBOR Loans Loan or a Daily Simple SOFR Loan shall be in made on, and only on, the last day of an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountInterest Period for such Term SOFR Loan. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 (i) on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans, and (ii) on the third Business Day prior to the date of any proposed Conversion into SOFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or a Term Loan (including a Base Rate Loan made pursuant to Section 2.3(e)) of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Term SOFR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a Term SOFR Loan into a Base Rate Loans into LIBOR Loans Loan or a Daily Simple SOFR Loan shall be in made on, and only on, the last day of an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountInterest Period for such Term SOFR Loan. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 11:00 a.m. (i) on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans, and (ii) on the third Business Day prior to the date of any proposed Conversion into SOFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall exist, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as there exists no Default or Event of Default, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 100,000 and integral multiples of $1,000,000 1,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date 29 of Conversion on the principal amount so Converted in accordance with Section 2.2. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern Central time 3 one Business Day prior to the date of any proposed Conversion into Base Rate Loans and three (3) Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a SOFR Loan into a Base Rate Loan may not shall be Converted into a LIBOR Loan if a Default or Event made on, and only on, the last day of Default existsan Interest Period for such SOFR Loan. Each Conversion of Base Rate Loans into LIBOR SOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 (Central time) one (1) U.S. Government Securities Business Day prior to the date of any proposed Conversion into Base Rate Loans and three (3) U.S. Government Securities Business Days prior to the date of any proposed ConversionConversion into SOFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by facsimile, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone (confirmed immediately in writing), facsimile, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into into, and (fe) if such Conversion is into a LIBOR SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan denominated in Dollars of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, that (a) a Loan in one Agreed Currency cannot be voluntarily converted into a Loan in a different Agreed Currency and (b) a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 2,500,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern Central time 3 three (3) Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. If the Borrower shall elect a conversion to LIBOR Loans but fail to select an Interest Period for any LIBOR Loan in accordance with this Section, the Borrower shall be deemed to have selected an Interest Period of one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Rate Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Rate Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan into which such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Rate Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicablerespectively, of another Type; provided, however, . Any Conversion of a Revolving Loan or Term Loan that is a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Revolving Loan or Term Loan to be Converted, (c) the portion of such Type of Revolving Loan or Term Loan to be Converted, (d) the portion of such Type of Revolving Loan to be Convertedsuch Revolving Loan, (e) the or Type of Term Loan such Loan Term Loan, is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Conversion Conversion; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan Notice of one Type into a Revolving Loan or Term Loan, as applicable, of another TypeConversion; provided, however, provided a Base Rate Loan may not be Converted into a LIBOR Eurodollar Loan if a Default or an Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Eurodollar Loans shall be in an aggregate minimum amount of $1,000,000 and or a higher integral multiples multiple of $1,000,000 in excess of that amount100,000. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern 11:00 a.m., New York City time 3 (a) three (3) Business Days prior to the date of any proposed ConversionConversion to Eurodollar Loans and (b) one (1) Business Day prior to the date of any proposed Conversion of Eurodollar Loans to Base Rate Loans. Promptly after receipt of a Notice any such notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender holding Loans being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice Each notice of Conversion conversion (whether telephonic or written) shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying specify (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bi) the requested date of such Conversion, (cii) the Type of Loan to be Converted, (diii) the portion of such Type of Loan to be Converted, (eiv) the Type of Loan such Loan is to be Converted into and (fv) if such Conversion is into a LIBOR Eurodollar Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The (a) Subject to Section 2.9(b), so long as no Default or Event of Default shall exist, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term an Interim Loan of one Type into a Revolving an Interim Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. (b) Notwithstanding Section 2.9(a), the Borrower shall not Convert all or a portion of an Interim Loan that is a Base Rate Loan into a LIBOR Loan prior to the date that is 30 days after the Effective Date unless no Default or Event of Default shall exist and (i) the Lead Arranger, in its sole discretion, consents to such Conversion, or (ii) the Lead Arranger determines that the completion of the primary syndication of the Interim Loan shall have occurred; provided, however, that commencing on the fifth day after the Effective Date, the Borrower may nevertheless, until the date that is 30 days after the Effective Date, unless a Default or Event of Default shall exist, Convert all or a portion of an Interim Loan that is a Base Rate Loan into a LIBOR Loan with an interest period of 14 days.

Conversion. The Borrower Borrowers may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, Day (so long as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a no Default or Event of Default exists. Each Conversion has occurred and is continuing), upon notice (each such notice, a "NOTICE OF CONVERSION") given to the Agent, and subject to the provisions of Base SECTION 4.13(C), convert the entire amount of or a portion of all Revolving Loans of one Type comprising the same Borrowing into Revolving Loans of another Type; PROVIDED, THAT any conversion of any LIBOR Rate Loans into LIBOR Revolving Loans of another Type shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Rate Loans and, upon conversion of any Prime Rate Loans into Revolving Loans of another Type, the Borrowers shall pay accrued interest to the date of conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountconverted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern Noon Chicago time 3 on the Business Days Day prior to the date of any proposed Conversion. Promptly after receipt conversion into Prime Rate Loans and on the third Business Day prior to the date of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving any proposed conversion into LIBOR Rate Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or facsimile transmission, electronic mail or other similar form of communication and if by telephone, promptly confirmed in writing, substantially in the form of a Notice of Conversion EXHIBIT E, in each case specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bI) the requested date of such Conversionconversion, (cII) the Type of Loan Revolving Loans to be Converted, converted (dIII) the portion of such Type of Revolving Loan to be Convertedconverted, (eIV) the Type of Loan Revolving Loans such Loan is Revolving Loans are to be Converted converted into and (fV) if such Conversion conversion is into a LIBOR LoanRate Loans, the requested duration of the Interest Period of such Revolving Loan. Each Notice of Conversion conversion shall be irrevocable in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. The Borrowers may elect to convert the entire amount of or a portion of all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by and binding combining such Borrowings into one Borrowing; PROVIDED, THAT if the Borrowings so combined consist of LIBOR Rate Loans, such Loans shall have Interest Periods ending on the Borrower once givensame date.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan or another Type if a Default or an Event of Default existsshall exist and no Alternative Currency Loan may be converted to a Base Rate Loan. Each Any Conversion of a Term Rate Loan into a Base Rate Loans into LIBOR Loans Loan or Daily RFR Loan shall be made on, and only on, the last day of an Interest Period for such Loan and, upon Conversion of a Base Rate Loan into an RFR Loan or of a Daily RFR Loan into a Term Rate Loan or Base Rate Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted (with such interest being payable at the time provided in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountSection 2.3(b)). Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 11:00 a.m. (i) on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans or Daily RFR Loans, and (ii) on the third Business Day prior to the date of any proposed Conversion into Term Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term Rate Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. Notwithstanding anything in this Agreement to the contrary, if a Default exists at the time of a Conversion of a Base Rate Loan to a Term Rate Loan, the Interest Period for such Loan shall not exceed one month.

Conversion. The So long as no Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term any Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Loan that is a LIBOR Rate Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Rate Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd ) Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Rate Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower Borrowers may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, Day (so long as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a no Default or Event of Default exists. Each Conversion has occurred and is continuing), upon notice (each such notice, a "NOTICE OF CONVERSION") given to the Agent, and subject to the provisions of Base SECTION 4.13(c), convert the entire amount of or a portion of all Revolving Loans of one Type comprising the same Borrowing into Revolving Loans of another Type; PROVIDED, THAT any conversion of any LIBOR Rate Loans into LIBOR Revolving Loans of another Type shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Rate Loans and, upon conversion of any Prime Rate Loans into Revolving Loans of another Type, the Borrowers shall pay accrued interest to the date of conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountconverted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern Noon Chicago time 3 on the Business Days Day prior to the date of any proposed Conversion. Promptly after receipt conversion into Prime Rate Loans and on the third Business Day prior to the date of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving any proposed conversion into LIBOR Rate Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or facsimile transmission, electronic mail or other similar form of communication and if by telephone, promptly confirmed in writing, substantially in the form of a Notice of Conversion EXHIBIT E, in each case specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bi) the requested date of such Conversionconversion, (cii) the Type of Loan Revolving Loans to be Converted, converted (diii) the portion of such Type of Revolving Loan to be Convertedconverted, (eiv) the Type of Loan Revolving Loans such Loan is Revolving Loans are to be Converted converted into and (fv) if such Conversion conversion is into a LIBOR LoanRate Loans, the requested duration of the Interest Period of such Revolving Loan. Each Notice of Conversion conversion shall be irrevocable in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. The Borrowers may elect to convert the entire amount of or a portion of all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by and binding combining such Borrowings into one Borrowing; PROVIDED, THAT if the Borrowings so combined consist of LIBOR Rate Loans, such Loans shall have Interest Periods ending on the Borrower once givensame date.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving such Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Rate Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Rate Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Rate Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (b) the Type and Class of Loan to be Converted, (c) the portion of such Type and Class of Loan to be Converted, (d) the portion of such Type and Class of Loan to be Converted, (e) the Type of Loan into which such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Rate Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Eurodollar Loan into a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in made on, and only on, the last day of an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountInterest Period for such Eurodollar Loan. Each such Notice of Conversion shall be given by Borrower not later than 10:00 a.m. Eastern time 3 12:00 noon (a) on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans or (b) on third Business Day prior to the date of any proposed Conversion into Eurodollar Loans. Promptly after upon receipt of a Notice of ConversionConversion (and in any event not later than 1:00 p.m. on the date of receipt thereof), the Administrative Agent shall notify each Revolving Lender, in the case Lender by telecopy or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or telecopy confirmed immediately in writing if by telephone, electronic mail or other similar form of communication in the form of a Notice of Conversion Conversion, specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bi) the requested date of such Conversion, (cii) the Type of Loan to be Converted, (diii) the portion of such Type of Loan to be Converted, (eiv) the Type of Loan into which such Loan is to be Converted into Converted, and (fv) if such Conversion is into a LIBOR Eurodollar Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. Notwithstanding the foregoing, Borrower shall not have the right to convert from a Base Rate Loan to a Eurodollar Loan, or to continue a Eurodollar Loan, during the occurrence and continuance of a Default or an Event of Default.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR LIBORSOFR Loan if a Default or an Event of Default exists. Each Conversion of Base Rate Loans into LIBOR LIBORSOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 a.m. 12:00 p.m. noon Eastern time 3 three (3) U.S. Government Securities Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone, (confirmed promptly in writing on the same Business Day or U.S. Government Securities Business Day, as applicable), electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR LIBORSOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. If the Borrower requests a Conversion to a SOFR Loan, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Conversion. The Borrower Borrowers may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, Day (so long as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a no Default or Event of Default exists. Each Conversion has occurred and is continuing), upon notice substantially in the form of Base Exhibit E (each such notice, a "NOTICE OF CONVERSION") given to the Agent, and subject to the provisions of Section 4.8(c), convert the entire amount of or a portion of all Loans of one Type comprising the same Borrowing into Loans of another Type; PROVIDED, HOWEVER, that any conversion of any Eurodollar Rate Loans into LIBOR Loans of another Type shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such Eurodollar Rate Loans and, upon conversion of any Prime Rate Loans into Loans of another Type, the Borrowers shall pay accrued interest to the date of conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountconverted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 (New York City time) on the Business Days Day prior to the date of any proposed Conversion. Promptly after receipt conversion into Prime Rate Loans and on the third Business Day prior to the date of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving any proposed conversion into Eurodollar Rate Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or facsimile transmission, electronic mail or other similar form of communication and if by telephone, promptly confirmed by a writing, in the form of a Notice of Conversion each case specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (bi) the requested date of such Conversionconversion, (cii) the Type of Loan Loans to be Convertedconverted, (diii) the portion of such Type of Loan to be Convertedconverted, (eiv) the Type of Loan such Loan is Loans are to be Converted converted into and (fv) if such Conversion conversion is into a LIBOR LoanEurodollar Rate Loans, the requested duration of the Interest Period of such Loan. Each Notice of Conversion conversion shall be irrevocable in an aggregate amount for the Loans of all Lenders of not less than $1,000,000 or an integral multiple of $100,000 in excess thereof. The Borrowers may elect to convert the entire amount of or a portion of all Loans of one Type comprising more than one Borrowing into Loans of another Type by and binding combining such Borrowings into one Borrowing; PROVIDED, HOWEVER, that if the Borrowings so combined consist of Eurodollar Rate Loans, such Loans shall have Interest Periods ending on the Borrower once givensame date.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan denominated in Dollars of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, that a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 2,500,000 and integral multiples of $1,000,000 500,000 in excess of that amount. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern Central time 3 three (3) Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. If the Borrower shall elect a conversion to LIBOR Loans but fail to select an Interest Period for any LIBOR Loan in accordance with this Section, the Borrower shall be deemed to have selected an Interest Period of one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion Borrowing to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or a Term Loan of one Type into a Revolving Loan or Term Loan, as applicablerespectively, of another Type; provided, however, . Any Conversion of a Revolving Loan or a Term Loan that is a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion Borrowing shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of ConversionBorrowing, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion Borrowing shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion Borrowing specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Revolving Loan or Term Loan to be Converted, (c) the portion of such Type of Revolving Loan or Term Loan to be Converted, (d) the portion of such Type of Revolving Loan to be Convertedsuch Revolving Loan, (e) or the Type of Term Loan such Loan Term Loan, is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion Borrowing shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Loan that is a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third (3rd) Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lenderapplicable Lender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Loan Notice of Conversion to the Administrative Agent by telecopyAgent, electronic mail or other similar form of communication, Convert convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan or an Daily SOFR Rate Loan may not be Converted into converted to a LIBOR Term SOFR Rate Loan if a Default or Event of Default existsshall exist. Each Conversion Any conversion of a Term SOFR Loan into a Base Rate Loans into LIBOR Loans Loan or an Daily SOFR Rate Loan shall be in made on, and only on, the last day of an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountInterest Period for such Term SOFR Rate Loan. Each such Loan Notice of Conversion specifying a conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed Conversionconversion into Base Rate Loans or Daily SOFR Rate Loans and on the third Business Day prior to the date of any proposed conversion into Term SOFR Rate Loans. Promptly after receipt of a Loan Notice of Conversionspecifying a conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversionconversion. Subject to the restrictions specified above, each Loan Notice of Conversion specifying a conversion shall be by telecopy, electronic mail or other similar form of communication telephone (confirmed immediately in writing in the form of a Loan Notice) or telecopy in the form of a Loan Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversionconversion, (cb) the Type of Loan to be Convertedconverted, (dc) the portion of such Type of Loan to be Convertedconverted, (ed) the Type of Loan such Loan is to be Converted converted into and (fe) if such Conversion conversion is into a LIBOR Term SOFR Rate Loan, the requested duration of the Interest Period of such Loan. Each Loan Notice of Conversion shall be irrevocable by and binding on the Borrower once given. If the Borrower requests a conversion to Term SOFR Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Conversion. The Borrower Borrowers may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrowers shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower Borrowers once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a Base LIBOR Loan into a Daily Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Daily Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Daily Rate Loans and on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telex or telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on (a) Upon Maturity or at the discretion of the Holder, any Business Day, upon unpaid principal amount of this Note plus any accrued interest thereon shall be convertible into shares of Common Stock at a Fifty Percent (25%) discount to the Borrower’s giving lowest closing market price in the previous 90 days of a trading to the date of Notice of Conversion provided to the Administrative Agent Company. (the “Conversion Price”), at the option of the Holder, in whole or in part Shares issued upon conversion shall become free trading stock as promulgated by telecopythe rules and regulations of the U. S. Securities and Exchange Commission. The date on which such conversion is to be effected (the “Conversion Date”). The Holder shall effect conversions by surrendering the Note to be converted to the Company, electronic mail or other similar together with the form of communicationnotice attached hereto as Exhibit A (“Notice of Conversion”). The Notice of Conversion shall specify the amount of principal and accrued interest to be converted. The Notice of Conversion, Convert once given, shall be irrevocable. If, at Maturity, the Holder is converting less than all of the principal and interest amounts represented by this Note, the Company shall deliver to the Holder a cash payment equal to the amount of principal and interest, which is not converted at Maturity. Upon conversion in full of the Note or upon payment in full on or before the Maturity Date, the Purchaser shall return the Note to the Company for cancellation. Upon maturity of this Note, the debt owed by the Company is considered to comply with the Securities Act of 1933 and Holder, upon conversion, can seek and render a portion legal opinion from qualified legal counsel to have the restrictions lifted from the security. (b) The Company shall use reasonable efforts to deliver to the Holder not later than ten (10) Business Days after the Conversion Date, (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of this Note, and once this Note so converted in part shall have been surrendered to the Company, the Company shall deliver to the Holder a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term LoanNote in the principal amount, as applicableif any, of another Typethis Note not then converted; provided, however, a Base Rate Loan may that the Company shall not be Converted into a LIBOR Loan if a Default obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of this Note until this Note is either delivered for conversion to the Company or Event the Holder notifies the Company that this Note has been lost, stolen or destroyed and provides an affidavit of Default exists. Each Conversion loss and an agreement reasonably acceptable to the Company indemnifying the Company from any loss incurred by it in connection with such loss, theft or destruction. (c) No fractional shares of Base Rate Loans into LIBOR Loans Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up or down to the nearest whole share. (d) The issuance of a certificate or certificates for shares of Common Stock upon conversion of this Note shall be made without charge to the Holder for any documentary stamp or similar taxes that may be payable in an aggregate minimum respect of the issuance or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of $1,000,000 such tax or shall have established to the satisfaction of the Company that such tax has been paid. (e) The portion of the principal amount and integral multiples of $1,000,000 in excess of that amount. Each such accrued but unpaid interest on the Note, if any, which is converted into Common Stock shall be canceled upon conversion. (f) The Notice of Conversion (Exhibit A) shall be given not later than 10:00 a.m. Eastern time 3 Business Days to the Company ten (10) days prior to the date anniversary of any proposed ConversionIssuance Date or Maturity and shall be effected on the Maturity Date no later than 5:00 p.m. Nevada time on such Day. Promptly after receipt of a Notice of Conversion, In the Administrative Agent shall notify each Revolving Lender, in event that the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopyis deemed given to the Company after 5:00 p.m. Nevada time on any Business Day or at any time on a day that is not a Business Day, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (c) the Type of Loan to will be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Loan such Loan is to be Converted into and (f) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding deemed given on the Borrower once givenfollowing Business Day.

Conversion. The So long as no Default or Event of Default shall have occurred and be continuing, the Borrower may on any Business Day, upon the Borrower’s 's giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, . Any Conversion of a LIBOR Loan into a Base Rate Loan may not shall be Converted made on, and only on, the last day of an Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan if a Default or Event Loan, the Borrower shall pay accrued interest to the date of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern time 3 12:00 noon on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and not later than 12:00 noon on the third Business Day prior to the date of any proposed Conversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case Lender by telecopy or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopytelephone or telecopy confirmed immediately in writing if by telephone, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the portion of such Type of Loan to be Converted, (e) the Type of Revolving Loan such Revolving Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 200,000 and integral multiples of $1,000,000 100,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.4. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 one (1) Business Day prior to the date of any proposed Conversion into Base Rate Loans and three (3) Business Days prior to the date of any proposed ConversionConversion into LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another TypeType but of the same Class; provided, however, a Base Rate Loan may not be Converted into to a LIBOR SOFR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a Term SOFR Loan of a Class into a Base Rate Loans into LIBOR Loans Loan or Daily Simple SOFR Loan of such Class shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such Term SOFR Loan and, upon Conversion of a Base Rate Loan into a SOFR Loan or of a Daily Simple SOFR Loan into a Term SOFR Loan or Base Rate Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans or Daily Simple SOFR Loans and on the third Business Day prior to the date of any proposed Conversion into Term SOFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender holding Loans being Converted by electronic mail, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, telephone (confirmed immediately in writing) or electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type and Class of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationLender, Convert all or a portion of a Revolving LIBOR Loan into a Base Rate Loan or Term a Base Rate Loan of one Type into a Revolving Loan or Term LIBOR Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Loan if a Default or Event of Default existsshall exist. Each Any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in made on, and only on, the last day of an aggregate minimum Interest Period for such LIBOR Loan and, upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountso Converted. Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed Conversion. Promptly after receipt Conversion into Base Rate Loans and on the third Business Day prior to the date of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a any proposed Conversion of Revolving into LIBOR Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into to a LIBOR Eurocurrency Loan if a Default or an Event of Default existsshall exist and no Alternative Currency Loan may be converted to a Base Rate Loan. Each Any Conversion of a Eurocurrency Loan into a Base Rate Loans into LIBOR Loans Loan shall be made on, and only on, the last day of an Interest Period for such Loan and, upon Conversion of a Base Rate Loan into a Eurocurrency Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted (with such interest being payable at the time provided in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amountSection 2.3(b)). Each such Notice of Conversion shall be given not later than 10:00 11:00 a.m. Eastern time 3 on the Business Days Day prior to the date of any proposed ConversionConversion into Base Rate Loans and on the third Business Day prior to the date of any proposed Conversion into Eurocurrency Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving LenderLender by telecopy, in the case or other similar form of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loanstransmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed immediately in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Eurocurrency Loan, the requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given. Notwithstanding anything in this Agreement to the contrary, if a Default exists at the time of a Conversion of a Base Rate Loan to a Eurocurrency Loan, the Interest Period for such Loan shall not exceed one month.

Conversion. The So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 100,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.2. Any Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 10:00 9:00 a.m. Eastern time 3 three (3) Business Days prior to the date of any proposed ConversionConversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding the foregoing, the Administrative Agent is authorized to rely upon the telephonic request of any of the Borrower’s Agents. The Borrower’s telephonic notices, requests and acceptances shall be directed to such officers of the Administrative Agent as the Administrative Agent may from time to time designate and shall be followed promptly by the original or a facsimile or electronic mail Notice of Conversion required pursuant to the first sentence of this Section 2.8. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Revolving Loan or Term Loan of one Type into a Revolving Loan or Term Loan, as applicable, of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR SOFR Loan and a Daily Simple SOFR Loan may not be converted into a Term SOFR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans or Daily Simple SOFR Loans into LIBOR Term SOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 250,000 in excess of that amount. Any Conversion of a Term SOFR Loan into a Base Rate Loan or Daily Simple SOFR Loan shall be made on, and only on, the last day of an Interest Period for such Term SOFR Loan. Each such Notice of Conversion shall be given not later than 10:00 a.m. Eastern 1:00 p.m. Central time 3 three (3) Business Days prior to the date of any proposed Conversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Revolving Lender, in the case of a Conversion of Revolving Loans, and each Term Loan Lender, in the case of a Conversion of Term Loans, Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) whether the Loans being Converted are Revolving Loans or Term Loans, (b) the requested date of such Conversion, (cb) the Type of Loan to be Converted, (dc) the portion of such Type of Loan to be Converted, (ed) the Type of Loan such Loan is to be Converted into and (fe) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. A Notice of Conversion submitted through the Credit Management Module of PNC Bank’s PINACLE® system, in accordance with the applicable security procedures therefor, shall be deemed delivered to the Administrative Agent in the form required by this Agreement and shall be deemed delivered to the Administrative Agent on the date and time such Notice of Conversion was submitted through the Credit Management Module of PNC Bank’s PINACLE® system, in accordance with the applicable security procedures therefor. If the Borrower shall elect a conversion to Term SOFR Loans but fails to select an Interest Period for any Term SOFR Loan in accordance with this Section, the Borrower shall be deemed to have selected an Interest Period of one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.