Common use of Conversion Clause in Contracts

Conversion. 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 9:00 a.m. three (3) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 9:00 11:00 a.m. Central time three (3) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists(a) Notwithstanding anything contained herein to the contrary, upon delivery from a Converting Lender to the Collateral Trustee, the Loan Agent, the Rating Agency and the Borrower of a notice substantially in the form of Exhibit C hereto, a Converting Lender may on elect any Business Day (such Business Day, a “Conversion Date”) 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 which all or a portion of the Aggregate Outstanding Amount of the Loans held by such Converting Lender shall be converted into Class A-1 Notes of an equal Aggregate Outstanding Amount in accordance with Section 2.15(a) of the Indenture; provided that (i) each Conversion Date shall be no earlier than the fifth Business Day following the date such notice is delivered (or such earlier date as may be reasonably agreed to by the Converting Lender, the Collateral Trustee, the Portfolio Manager and the Loan Agent) and (ii) there will be no Conversion Date between the Record Date or a Loan Determination Date (whichever is earlier) and the Payment Date. On each Conversion Date, the Aggregate Outstanding Amount of one Type into a Loan the Class A-1 Notes shall be increased by the Aggregate Outstanding Amount of another Type. Each Conversion of Base Rate the Loans into LIBOR Loans so converted; provided, that each such conversion shall be in an aggregate minimum amount of $1,000,000 equal to or greater than U.S.$250,000. The Loans so converted will cease to be Outstanding and integral multiples of $100,000 will be deemed to have been repaid in excess of that amountfull for all purposes under the Indenture and under this Agreement. No Class A-1 Notes may be converted into Loans. (b) The Lenders agree to provide reasonable assistance to the Collateral Trustee and the Loan Agent in connection with such conversion, and upon Conversion of a Base Rate Loan into a LIBOR Loanincluding, but not limited to, providing applicable instructions to DTC, the Borrower shall pay accrued interest Collateral Trustee, the Loan Agent and the Note Registrar or Loan Registrar, as applicable. (c) Notwithstanding anything herein to the date contrary, each Lender may elect, in its sole discretion, to exercise the Conversion Option concurrently with an assignment of Conversion all or a portion of its Loans (an “Assignment/Conversion”) such that the Effective Date (as defined in the Assignment Agreement attached as Exhibit B hereto) of the assignment occurs on the principal amount so Converted related Conversion Date and the assignee receives Class A-1 Notes (or an interest therein) in accordance with Section 2.6lieu of the portion of the Loans being assigned. Any assignment made in connection with an Assignment/Conversion of a LIBOR Loan into a Base Rate Loan shall be made on, and only onmeet the requirements for an assignment set forth in Section 8.4. Any Lender electing to make an Assignment/Conversion shall deliver to the Collateral Trustee, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) Loan Agent and the Borrower at least five Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR Loans. Promptly after receipt of Date, (w) an executed Assignment Agreement, (x) a Notice of Conversion, the Administrative Agent shall notify each 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 completed notice substantially in the form of a Notice of Conversion specifying Exhibit C hereto, (ay) the requested date of such Conversion, (b) the Type of Loan assignment fee required to be Converted, (cpaid pursuant to Section 8.4(c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into hereof and (ez) if such Conversion is into a LIBOR Loan, written certification from the requested duration assignee substantially in the form 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 Exhibit B-4 to the first sentence of this Section 2.12. Each Notice of Conversion shall be irrevocable by and binding on Indenture or Exhibit B-5 to the Borrower once givenIndenture, as applicable.

Conversion. So long as no Default or 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telecopy, electronic mail or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan 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 exists 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 $100,000 in excess of that amount, 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, unless the Borrower pays all applicable compensation pursuant to Section 5.4. Each such Notice of Conversion shall be given not later than 9:00 a.m. Pacific time three (3) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR LoansConversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) 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 Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan 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 exists 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 $100,000 in excess of that amount, 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, unless the Borrower pays all applicable compensation pursuant to Section 5.4. Each such Notice of Conversion shall be given not later than 9:00 a.m. Pacific time three (3) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR LoansConversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of transmission, 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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 Borrowers once given.

Conversion. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Revolving Loan that is a LIBOR Rate Loan into a Base Rate Loan shall be 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 Rate Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 applicable Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the Type of Revolving Loan such Revolving Loan is to be Converted into and (e) if such Conversion is into a LIBOR Rate 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. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Any Conversion of a Revolving Loan that is a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amountmade 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, 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 LoanConverted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 applicable Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the Type of Revolving Loan such Revolving Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan or Daily 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 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 $100,000 500,000 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 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 LIBOR Term SOFR Loan. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3i) 1:00 p.m. Eastern time 3 U.S. Government Securities Business Days prior to the date of any proposed Conversion 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 or LIBOR LoansLoan. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding the foregoingIf 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, 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 such Borrower shall be directed deemed to such officers have selected an Interest Period 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 2.12one month. Each Notice of Conversion shall be irrevocable by and binding on the applicable Borrower once given.

Conversion. 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Eurodollar Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Eurodollar Loan. Each such Notice of Conversion shall be given by Borrower not later than 9:00 a.m. three 12:00 noon (3a) on the Business Days Day prior to the date of any proposed Conversion into Base Rate Loans or LIBOR (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 Lender by telecopy or other similar form of 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 (ai) the requested date of such Conversion, (bii) the Type of Revolving Loan to be Converted, (ciii) the portion of such Type of Revolving Loan to be Converted, (div) the Type of Revolving Loan into which such Revolving Loan is to be Converted into Converted, and (ev) if such Conversion is into a LIBOR Eurodollar Loan, the requested duration of the Interest Period of such Revolving 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. 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. So long as no Default or Event of Default exists, the Borrower 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 communication or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if an Event of Default exists. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 3,000,000 and integral multiples of $100,000 500,000 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 or telephonic notice thereof shall be given not later than 9:00 11:00 a.m. Central time three (3) Business Days prior to the date of any proposed Conversion into Base Rate or in the case of a Conversion to LIBOR LoansLoans and one (1) Business Day otherwise. Any such telephonic notice shall include all information required to be included in a Notice of Conversion and shall be promptly confirmed in writing by the Borrowers pursuant to a Notice of Conversion sent to the Administrative Agent on the same day of the giving of the telephonic notice. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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 specify (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding the foregoingExcept as expressly provided herein, 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 each Notice of Conversion shall be irrevocable by and binding on the Borrower Borrowers once given.

Conversion. So long as no Default or Event of Default existsThe Borrower shall have the option, the Borrower may 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 Loan convert Revolving Loans of one Type type into a Loan Revolving Loans of another Type. Each Conversion of type; provided, however, that (i) except as provided in Section 3.7, Eurocurrency Rate Loans may be converted into Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 only 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 applicable thereto, (ii) Eurocurrency Rate Loans may be extended, and Base Rate Loans may be converted into Eurocurrency Rate Loans, only if no Default or Event of Default is in existence on the date of extension or conversion, (iii) Revolving Loans extended as, or converted into, Eurocurrency Rate Loans shall be in such minimum amounts as provided in Section 2.2(b), and (iv) any request for such LIBOR Loanextension of or conversion to a Eurocurrency Rate Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such Notice of Conversion extension or conversion shall be given not later than 9:00 a.m. three effected by the Borrower by giving written notice (3or telephone notice promptly confirmed in writing) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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 substantially in the form of Schedule 3.2 (a “Notice of Conversion specifying Extension/Conversion”) prior to 10:00 A.M. (aCharlotte, North Carolina time) on (x) the requested same Business Day of, in the case of Base Rate Loans and (y) on the second Business Day prior to, in the case of Eurocurrency Rate Loans the date of such Conversionthe proposed extension or conversion, (b) specifying the Type date of Loan the proposed extension or conversion, the Revolving Loans to be Convertedso extended or converted, (c) the portion types of Revolving Loans into which such Type of Loan Revolving Loans are to be Convertedconverted and, (d) if appropriate, the Type of applicable Interest Periods with respect thereto. Each request for extension or conversion to any Eurocurrency Rate Loan such Loan is shall be deemed to be Converted a reaffirmation by the 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, or any such conversion or extension is not permitted or required by this Section, then such Revolving Loans shall be automatically converted into and (e) if such Conversion is into a LIBOR Loan, Base Rate Loans at the requested duration end of the their Interest Period of such LoanPeriod. Notwithstanding the foregoing, the The Administrative Agent is authorized to rely upon the telephonic request shall give each Lender notice as promptly as practicable 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 givenproposed conversion affecting any Revolving Loans.

Conversion. So long as no Default or Event of Default exists, the Borrower The 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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 so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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 Borrowers once given.

Conversion. 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telecopy, electronic mail (but in the case of electronic mail, only to any Lender which has approved delivery of such notice by electronic mail) or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Revolving Loan that is a LIBOR Rate Loan into a Base Rate Loan shall be 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 Rate Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 applicable Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the Type of Revolving Loan such Revolving Loan is to be Converted into and (e) if such Conversion is into a LIBOR Rate 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. So long as no Default or Event of Default existsshall have occurred and be continuing, the Borrower may on any Business DayDay subject to the terms and conditions provided herein, upon the Borrower’s 's giving of a Notice of Conversion in substantially the form attached hereto as Exhibit 3.7A (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 Loan an Advance of one Type into a Loan of another Type. Each Conversion of Base Fixed Eurodollar Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and upon Conversion of Advance or 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 2.6Advance. Any Conversion of a LIBOR Loan Eurodollar Rate Advance or Competitive Advance into a Base Rate Loan Advance shall be made on, and only on, the last day of an the Interest Period for such LIBOR LoanEurodollar Rate Advance or Competitive Advance, as the case may be. Each such Notice of Conversion shall be given by the Borrower not later than 9:00 a.m. three 11:00 A.M. (3Charlotte, North Carolina time) (a) on the Business Days Day prior to the date of any proposed Conversion into Base Rate Advances or LIBOR Loans(b) on the third Business Day prior to the date of any proposed Conversion into Fixed Eurodollar Rate Advances. Promptly after upon receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by hand, telecopy or telex, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be delivered by telecopyhand, electronic mail telecopy or other similar form of communication in the form of a Notice of Conversion specifying telex, and specify (a) the requested date of such Conversion, (b) the Type of Loan Advance to be Converted, (c) the portion of such Type of Loan Advance to be Converted, (d) the Type of Loan Advance such Loan Advance is to be Converted into into, and (e) if such Conversion is into a LIBOR LoanFixed Eurodollar Rate Advance, the requested duration of the Interest Period of such Loan. Notwithstanding the foregoing, the Administrative Agent Advance all of which will be specified in a manner as is authorized necessary 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 2.12comply with all limitations on Advances outstanding hereunder. Each Notice of Conversion shall be irrevocable by and shall be binding on the Borrower once given. In addition to the foregoing, the Borrower may Convert any Advance on the last day of the Interest Period for such Advance into a Competitive Advance by complying with the requirements of Section 3.3 and Section 7.2.

Conversion. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan or Daily 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 SOFR Loans into LIBOR Term SOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 250,000 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 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 LIBOR Term SOFR Loan. Each such Notice of Conversion shall be given not later than 9:00 a.m. (i) 1:00 p.m. Central time three (3) U.S. Government Securities Business Days prior to the date of any proposed Conversion 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 or LIBOR LoansLoan. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding If the foregoingBorrower 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 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 Borrower shall be directed deemed to such officers have selected an Interest Period 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 2.12one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. San Francisco time 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telecopy, electronic mail or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) 12:00 noon on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and upon Conversion Promptly after receipt of a Base Rate Loan into a LIBOR LoanNotice of Conversion, the Borrower Agent shall pay accrued interest to notify each Lender by telex or telecopy, or other similar form of transmission of the date of Conversion on the principal amount so Converted in accordance with Section 2.6proposed Conversion. 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 9:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender 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) the requested date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the Type of Revolving Loan such Revolving Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Revolving 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. 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. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Term SOFR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Term SOFR Loan and, upon Conversion of a Base Rate Loan into a Term SOFR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.4. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3i) 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 Conversion into Base Rate or LIBOR SOFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR 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. So long as no Default or Event of Default existsSubject 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 Loan of one Type into a Loan of another Type. Any such telephonic notice shall include all information required to be included in a Notice of Conversion and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Conversion 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 $100,000 250,000 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 9:00 a.m. three (3) 12:00 p.m. Central time 3 Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR LoansConversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding ; provided that if the foregoingBorrower does not specify a duration, then the Administrative Agent is authorized Borrower will be deemed to rely upon the telephonic request have requested an Interest Period 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 2.12one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So The Borrowers may on any Business Day (so long as no Default or Event of Default exists, the Borrower may on any Business Dayhas 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 4.14.3, Convert all convert the entire amount of or a portion of a Loan all Revolving Loans of one Type comprising the same Borrowing into a Loan Revolving Loans of another the other Type. Each Conversion ; provided, that any conversion of any LIBOR Rate Loans into Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 LoanRate Loans and, upon conversion of any Base Rate Loans into LIBOR Rate Loans, the Borrowers shall pay accrued interest to the date of conversion on the principal amount converted. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) noon Chicago time on the Business Days Day prior to the date of any proposed Conversion conversion into Base Rate or Loans and on the third 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 Lender 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 (ai) the requested date of such Conversionconversion, (bii) the Type of Loan Revolving Loans to be Convertedconverted, (ciii) the portion of such Type of Revolving Loan to be Convertedconverted, (div) the Type of Loan Revolving Loans such Loan is Revolving Loans are to be Converted converted into and (ev) if such Conversion conversion is into a LIBOR LoanRate Loans, the requested duration of the Interest Period of such Revolving Loan. Notwithstanding the foregoing, the Administrative Agent is authorized to rely upon the telephonic request Each conversion shall be in an aggregate amount of any not less than $5,000,000 or an integral multiple of the Borrower’s Agents$1,000,000 in excess thereof. The Borrower’s telephonic notices, requests and acceptances shall be directed Borrowers may elect to such officers convert the entire amount 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 portion of Conversion required pursuant to all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by combining such Borrowings into one Borrowing; provided, that if the first sentence Borrowings so combined consist of this Section 2.12. Each Notice of Conversion LIBOR Rate Loans, such Loans shall be irrevocable by and binding have Interest Periods ending on the Borrower once givensame date.

Conversion. So The Borrowers may on any Business Day (so long as no Default or Event of Default exists, the Borrower may on any Business Dayhas occurred and is continuing), upon notice substantially in the Borrower’s giving form of Exhibit E (each such notice, a Notice of Conversion "NOTICE OF 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 Loan all Loans of one Type comprising the same Borrowing into a Loan Loans of another Type. Each Conversion ; PROVIDED, HOWEVER, that any conversion of Base any Eurodollar Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 another Type shall be made on, and only on, the last day of an Interest Period for such LIBOR LoanEurodollar 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 converted. Each such Notice of Conversion shall be given not later than 9:00 10:00 a.m. three (3New York City time) on the Business Days Day prior to the date of any proposed Conversion conversion into Base Prime Rate or LIBOR Loans and on the third Business Day prior to the date of any proposed conversion into Eurodollar Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender 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 (ai) the requested date of such Conversionconversion, (bii) the Type of Loan Loans to be Convertedconverted, (ciii) the portion of such Type of Loan to be Convertedconverted, (div) the Type of Loan such Loan is Loans are to be Converted converted into and (ev) if such Conversion is Loans are converted into a LIBOR LoanEurodollar Rate Loans, the requested duration length of the Interest Period with respect thereto. Each conversion shall be in an aggregate amount for the Loans of such Loan. Notwithstanding the foregoing, the Administrative Agent is authorized to rely upon the telephonic request all Lenders of any not less than $1,000,000 or an integral multiple of the Borrower’s Agents$100,000 in excess thereof. The Borrower’s telephonic notices, requests and acceptances shall be directed Borrowers may elect to such officers convert the entire amount 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 portion of Conversion required pursuant to all Loans of one Type comprising more than one Borrowing into Loans of another Type by combining such Borrowings into one Borrowing; PROVIDED, HOWEVER, that if the first sentence Borrowings so combined consist of this Section 2.12. Each Notice of Conversion Eurodollar Rate Loans, such Loans shall be irrevocable by and binding have Interest Periods ending on the Borrower once givensame date.

Conversion. 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 Loan of one Type into a Loan 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 $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, 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 9:00 11:00 a.m. New York City time three (3) Business Days prior to the date of any proposed Conversion of Base Rate Loans into LIBOR Loans or of any proposed Conversion of LIBOR Loans into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding If the foregoingBorrower 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 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 Borrower Representative shall be directed deemed to such officers have selected an Interest Period of one month and if the Administrative Agent as Borrower Representative fails to give a timely notice requesting a Conversion to LIBOR Loans, then the Administrative Agent may from time to time designate and applicable Loans 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 2.12Continued as Base Rate Loans. Each Notice of Conversion shall be irrevocable by and binding on the Borrower Borrowers once given.

Conversion. 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 Loan of one Type into a Loan of another Type. 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 ($100,000 100,000) 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 2.62.2. 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 9:00 a.m. 12:00 noon three (3) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, ; (b) the Type of Loan to be Converted, ; (c) the portion of such Type of Loan to be Converted, ; (d) the Type of Loan such Loan is to be Converted into into; and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan 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 on (a) the last day of the Interest Period relating thereto for a Term SOFR Loan ending during the continuance of any Event of Default or (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 $100,000 250,000 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 9:00 a.m. three (3) 2:00 p.m. Eastern time 3 Business Days prior to the date of any proposed Conversion into Base Rate 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 LIBOR Loans(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 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) the requested date of such Conversion, (b) the Type and Class of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if an Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender holding Loans being Converted by telecopy, or other similar form of transmission, 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type and Class of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) 12:00 noon on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of a Base Rate Loan into a LIBOR Loanhowever, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6. Any 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. Promptly after receipt of a Notice of Conversion, the Agent shall notify each Lender by telex or telecopy, or other similar form of transmission of the proposed Conversion. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender 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) the requested date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the Type of Revolving Loan such Revolving Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Revolving 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. 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. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telex or telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So The Company may on any Business Day (so long as no Default or Event of Default exists, has occurred and is continuing) unless otherwise agreed to by the Borrower may on any Business DayMajority 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 Loan all Loans of one Type comprising the same Borrowing into a Loan Loans of another Type. Each Conversion ; provided, however, that any conversion of Base any Eurodollar Rate Loans into LIBOR Prime Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 LoanEurodollar 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 converted. Each such Notice of Conversion shall be given not later than 9:00 a.m. three 1:00 p.m. (3New 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 conversion into Base Eurodollar Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender 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 (ai) the requested date of such Conversionconversion, (bii) the Type of Loan Loans to be Convertedconverted, (ciii) the portion of such Type of Loan to be Convertedconverted, (div) the Type of Loan such Loan is Loans are to be Converted converted into and (ev) if such Conversion conversion is into a LIBOR LoanEurodollar Rate Loans, the requested duration of the Interest Period of such Loan. Notwithstanding Each conversion shall be in an aggregate amount for the foregoing, the Administrative Agent is authorized to rely upon the telephonic request Loans of any all Tranche 2 Banks of the Borrower’s Agentsnot less than $5,000,000 or in an integral multiple of $1,000,000 in excess thereof. The Borrower’s telephonic notices, requests and acceptances shall be directed Company may elect to such officers convert the entire amount 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 portion of Conversion required pursuant to all Loans of one Type comprising more than one Borrowing into Loans of another Type by combining such Borrowings into one Borrowing consisting of Loans of another Type; provided, however, that if the first sentence Borrowings so combined consist of this Section 2.12. Each Notice of Conversion Eurodollar Rate Loans, such Loans shall be irrevocable by and binding have Interest Periods ending on the Borrower once givensame date.

Conversion. So long as no Default or Event of Default existsSubject 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 Loan of one Type into a Loan of another Type. Any such telephonic notice shall include all information required to be included in a Notice of Conversion and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Conversion 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 $100,000 250,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loanamount (or if less, the Borrower shall pay accrued interest to the date entire remaining amount 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 9:00 a.m. three (3) 12:00 p.m. Luxembourg time 3 Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR LoansConversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding ; provided that if the foregoingBorrower does not specify a duration, then the Administrative Agent is authorized Borrower will be deemed to rely upon the telephonic request have requested an Interest Period 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 2.12one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So The Borrower may on any Business Day (so long as no Default or Event of Default exists, the Borrower may on any Business Dayhas 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 Loan all Revolving Loans of one Type comprising the same Borrowing into a Loan Revolving Loans of another Type. Each Conversion ; provided, however, that any conversion of Base any Eurodollar Rate Loans into LIBOR Revolving Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 another Type shall be made on, and only on, the last day of an Interest Period for such LIBOR LoanEurodollar 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 converted. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) 12:00 P.M. New York City time on the Business Days Day prior to the date of any proposed Conversion conversion into Base Prime Rate or LIBOR Loans and on the third Business Day prior to the date of any proposed conversion into Eurodollar Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender 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 (ai) the requested date of such Conversionconversion, (bii) the Type of Loan Revolving Loans to be Convertedconverted, (ciii) the portion of such Type of Revolving Loan to be Convertedconverted, (div) the Type of Revolving Loan such Loan is Revolving Loans are to be Converted converted into and (ev) if such Conversion conversion is into a LIBOR LoanEurodollar Rate Loans, the requested duration of the Interest Period of such Revolving Loan. Notwithstanding Each conversion shall be in an aggregate amount for the foregoing, the Administrative Agent is authorized to rely upon the telephonic request Revolving Loans of any all Lenders of the Borrower’s Agentsnot less than $5,000,000 or an integral multiple of $100,000 in excess thereof. The Borrower’s telephonic notices, requests and acceptances shall be directed Borrower may elect to such officers convert the entire amount 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 portion of Conversion required pursuant to all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by combining such Borrowings into one Borrowing consisting of Revolving Loans of another Type; provided, however, that if the first sentence Borrowings so combined consist of this Section 2.12. Each Notice of Conversion Eurodollar Rate Loans, such Revolving Loans shall be irrevocable by and binding have Interest Periods ending on the Borrower once givensame date.

Conversion. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Eurodollar Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Eurodollar Loan and, upon Conversion of a Base Rate Loan into a Eurodollar Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Loan Notice of Conversion shall be given not later than 9:00 a.m. three (3) 12:00 noon on the Business Days Day prior to the date of any proposed Conversion into Base Rate or LIBOR 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 Lender by telecopy or other similar form of 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 (a) specifying (ai) the requested date of such Conversion, (bii) the Type of Loan to be Converted, (ciii) the portion of such Type of Loan to be Converted, (div) the Type of Loan such Loan is to be Converted into and (ev) if such Conversion is into a LIBOR Eurodollar 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 and (b) containing certifications 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 Borrower with respect to the first sentence of this conditions set forth in Section 2.12. 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. So long as no Default or Event of Default existsshall have occurred and be continuing, the Borrower 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and upon Any Conversion of a Base Rate Revolving 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 that is 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 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 so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the Type of Revolving Loan such Revolving Loan is to be Converted into and (e) 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 Borrowers once given.

Conversion. So long as there exists no Default or Event of Default existsDefault, 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 Loan of one Type into a Loan of another Type. 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 $100,000 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 2.62.4. 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 9:00 11:00 a.m. Central time 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if an Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender holding Loans being Converted by telecopy, or other similar form of transmission, 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan or Daily SOFR Loan may not be Converted into a LIBORTerm SOFR Loan if a Default or Event of Default exists. Each Conversion of Base Rate Loans or Daily SOFR Loans into LIBOR LIBORTerm SOFR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 250,000 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 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 LIBOR Term SOFR Loan. Each such Notice of Conversion shall be given not later than 9:00 a.m. (i) 1:00 p.m. Central time three (3) U.S. Government Securities Business Days prior to the date of any proposed Conversion 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 or LIBOR LoansLoan. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR LIBORTerm SOFR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding If the foregoingBorrower 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 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 Borrower shall be directed deemed to such officers have selected an Interest Period 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 2.12one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So The Borrower may on any Business Day (so long as no ---------- Default or Event of Default exists, the Borrower may on any Business Dayhas 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 4.7(c), Convert all convert the entire amount of or a portion of a Loan all Revolving Loans of one Type comprising the same Borrow- ing into a Loan Revolving Loans of another Type. Each Conversion ; provided, however, that any con- -------- ------- version of Base any Eurodollar Rate Loans into LIBOR Revolving Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 another Type shall be made on, and only on, the last day of an Interest Period for such LIBOR LoanEurodollar Rate Loans and, upon conversion of any Base Rate Loans into Revolving Loans of another Type, the Borrower shall pay accrued interest to the date of conversions on the principal amount converted. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) 12:00 P.M. Boston time on the Business Days Day prior to the date of any proposed Conversion conversion into Base Rate or LIBOR Loans and on the third Business Day prior to the date of any proposed conversion into Eurodollar Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender 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 (ai) the requested date of such Conversionconversion, (bii) the Type of Loan Revolving Loans to be Convertedconverted, (ciii) the portion of such Type of Revolving Loan to be Convertedconverted, (div) the Type of Revolving Loan such Loan is Revolving Loans are to be Converted converted into and (ev) if such Conversion conversion is into a LIBOR LoanEurodollar Rate Loans, the requested duration of the Interest Period of such Revolving Loan. Notwithstanding Each conversion shall be in an aggregate amount for the foregoing, the Administrative Agent is authorized to rely upon the telephonic request Revolving Loans of any all Lenders of the Borrower’s Agentsnot less than $1,000,000 or an integral multiple of $100,000 in excess thereof. The Borrower’s telephonic notices, requests and acceptances shall be directed Borrower may elect to such officers convert the entire amount 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 portion of Conversion required pursuant to all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by combining such Borrowings into one Borrowing consisting of Revolving Loans of another Type; provided, -------- however, that if the first sentence Borrowings so combined consist of this Section 2.12. Each Notice of Conversion Eurodollar Rate ------- Loans, such Revolving Loans shall be irrevocable by and binding have Interest Periods ending on the Borrower once givensame date.

Conversion. 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 2.62.2. 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 9:00 a.m. three (3) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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 2.122.8. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So long as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s 's giving of written notice in the form of Exhibit H hereto (a "Notice of Conversion Conversion") to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Rate Loan into a Base Rate Loan shall be 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 Rate Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Notice of Conversion shall be given not later than 9:00 a.m. 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 Conversion into Base LIBOR Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender Bank by telecopy, electronic mail or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Rate 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. So (a) Subject to Section 2.9(b), so long as no Default or Event of Default existsshall 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 an Interim Loan of one Type into a an Interim Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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 in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. (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. So The Borrowers may on any Business Day (so long as no Default or Event of Default exists, the Borrower may on any Business Dayhas occurred and is continuing), upon the Borrower’s giving of notice (each such notice, a Notice of Conversion "NOTICE OF CONVERSION") given to the Administrative Agent by telecopyAgent, electronic mail or other similar form and subject to the provisions of communicationSECTION 4.13(C), Convert all convert the entire amount of or a portion of a Loan all Revolving Loans of one Type comprising the same Borrowing into a Loan Revolving Loans of another Type. Each Conversion ; PROVIDED, THAT any conversion of Base any LIBOR Rate Loans into LIBOR Revolving Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 another Type shall be made on, and only on, the last day of an Interest Period for such LIBOR LoanRate 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 converted. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) Noon Chicago time on the Business Days Day prior to the date of any proposed Conversion conversion into Base Prime Rate or Loans and on the third 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 Lender 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 (aI) the requested date of such Conversionconversion, (bII) the Type of Loan Revolving Loans to be Converted, converted (cIII) the portion of such Type of Revolving Loan to be Convertedconverted, (dIV) the Type of Loan Revolving Loans such Loan is Revolving Loans are to be Converted converted into and (eV) if such Conversion conversion is into a LIBOR LoanRate Loans, the requested duration of the Interest Period of such Revolving Loan. Notwithstanding the foregoing, the Administrative Agent is authorized to rely upon the telephonic request Each conversion shall be in an aggregate amount of any not less than $5,000,000 or an integral multiple of the Borrower’s Agents$500,000 in excess thereof. The Borrower’s telephonic notices, requests and acceptances shall be directed Borrowers may elect to such officers convert the entire amount 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 portion of Conversion required pursuant to all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by combining such Borrowings into one Borrowing; PROVIDED, THAT if the first sentence Borrowings so combined consist of this Section 2.12. Each Notice of Conversion LIBOR Rate Loans, such Loans shall be irrevocable by and binding have Interest Periods ending on the Borrower once givensame date.

Conversion. So The Borrowers may on any Business Day (so long as no Default or Event of Default exists, the Borrower may on any Business Dayhas occurred and is continuing), upon the Borrower’s giving of notice (each such notice, a Notice of Conversion "NOTICE OF CONVERSION") given to the Administrative Agent by telecopyAgent, electronic mail or other similar form and subject to the provisions of communicationSECTION 4.13(C), Convert all convert the entire amount of or a portion of a Loan all Revolving Loans of one Type comprising the same Borrowing into a Loan Revolving Loans of another Type. Each Conversion ; PROVIDED, THAT any conversion of Base any LIBOR Rate Loans into LIBOR Revolving Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 another Type shall be made on, and only on, the last day of an Interest Period for such LIBOR LoanRate 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 converted. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) Noon Chicago time on the Business Days Day prior to the date of any proposed Conversion conversion into Base Prime Rate or Loans and on the third 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 Lender 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 (aI) the requested date of such Conversionconversion, (bII) the Type of Loan Revolving Loans to be Converted, converted (cIII) the portion of such Type of Revolving Loan to be Convertedconverted, (dIV) the Type of Loan Revolving Loans such Loan is Revolving Loans are to be Converted converted into and (eV) if such Conversion conversion is into a LIBOR LoanRate Loans, the requested duration of the Interest Period of such Revolving Loan. Notwithstanding the foregoing, the Administrative Agent is authorized to rely upon the telephonic request Each conversion shall be in an aggregate amount of any not less than $5,000,000 or an integral multiple of the Borrower’s Agents$1,000,000 in excess thereof. The Borrower’s telephonic notices, requests and acceptances shall be directed Borrowers may elect to such officers convert the entire amount 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 portion of Conversion required pursuant to all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by combining such Borrowings into one Borrowing; PROVIDED, THAT if the first sentence Borrowings so combined consist of this Section 2.12. Each Notice of Conversion LIBOR Rate Loans, such Loans shall be irrevocable by and binding have Interest Periods ending on the Borrower once givensame date.

Conversion. So long as no Default (i) The Borrower shall have the option to convert all or Event any part of Default existsthe outstanding LIBOR Rate Loans to Alternate Base Rate Loans or to convert all or any part of its Alternate Base Rate Loans to LIBOR Rate Loans. To convert a Loan under this Section 4.01(d), the Borrower may on any Business Day, upon the Borrower’s giving of shall deliver 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 no later than 9:00 a.m. 12:00 p.m. (New York City time) at least three (3) Business Days prior to in advance of the date of any proposed Conversion into Base Rate or LIBOR Loansconversion date. Promptly after receipt of a Notice of ConversionConversion under this Section 4.01(d), the Administrative Agent shall notify each applicable Lender by telex or telecopy, or other similar form of transmission, of the proposed Conversionconversion. Subject to the restrictions specified above, each Any Notice of Conversion shall be irrevocable, and the Borrower shall be bound to convert in accordance therewith. Any conversion pursuant to this Section 4.01(d) shall be effective upon the Interest Payment Date next succeeding the date of the applicable Notice of Conversion. In the absence of any Notice of Conversion in accordance herewith, all Loans shall continue to accrue interest as LIBOR Rate Loans or Alternate Base Rate Loans, as applicable for the preceding Interest Period. For greater certainty, any conversion of a Loan hereunder will result in a change in the interest rate applicable to such Loan but will not constitute the repayment and reborrowing of a Loan. (ii) All LIBOR Rate Loans shall have the same LIBOR Period. So long as there is no Default or Event of Default, the Borrower shall have the option on each Adjustment Date to adjust the then-applicable LIBOR Period for all of the outstanding LIBOR Rate Loans to a different LIBOR Period. To adjust a LIBOR Period under this Section 4.01(d), the Borrower shall deliver a Notice of Adjustment to the Administrative Agent no later than 12:00 p.m. (New York City time) at least five (5) Business Days in advance of the proposed adjustment date. Promptly after receipt of a Notice of Adjustment under this Section 4.01(d), the Administrative Agent shall notify each applicable Lender by telex or telecopy, electronic mail or other similar form of communication in transmission, of the form of a proposed adjustment. Any Notice of Conversion specifying (aAdjustment shall be irrevocable, and the Borrower shall be bound to adjust the LIBOR Period in accordance therewith. Any adjustment pursuant to this Section 4.01(d) shall be effective upon the requested Adjustment Date next succeeding the date of the applicable Notice of Adjustment. In the absence of any Notice of Adjustment with respect to an Adjustment Date in accordance herewith, all LIBOR Rate Loans shall continue to have the same LIBOR Period as was in effect prior to such ConversionAdjustment Date. (iii) Anything herein to the contrary notwithstanding, if (bx) on or prior to the Type determination of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a any LIBOR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding the foregoingRate for any LIBOR Period, the Administrative Agent is authorized to rely upon the telephonic request of any of the Borrower’s Agents. The Borrower’s telephonic noticesdetermines in good faith, requests and acceptances which determination shall be directed conclusive, that quotations of interest rates for the relevant deposits referred to such officers in the definition of “LIBOR Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Rate Loans as provided herein; or (y) the Required Lenders determine in good faith, which determination shall be conclusive, and notify the Administrative Agent as that the relevant rates of interest referred to in the definition of “LIBOR Rate” upon the basis of which the rate of interest for LIBOR Rate Loans for such LIBOR Period is to be determined are not likely to cover adequately the cost to such Lenders of making or maintaining LIBOR Rate Loans for such LIBOR Period; then the Administrative Agent may from time to time designate shall give the Borrower and each Lender prompt notice thereof, and so long as such condition remains in effect, the Lenders shall be followed promptly by under no obligation to make additional LIBOR Rate Loans, to continue LIBOR Rate Loans or to convert Alternate Base Rate Loans into LIBOR Rate Loans, and on the original or a facsimile or electronic mail Notice last day(s) of Conversion required pursuant to the first sentence of then current LIBOR Period(s) for the outstanding LIBOR Rate Loans such Loans shall be converted into Alternate Base Rate Loans in accordance with this Section 2.12. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given4.01(d).

Conversion. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan may not be Converted to a Eurocurrency Loan or another Type if an Event of Default shall exist and no Alternative Currency Loan may be converted to a Base Rate Loan. Each Any Conversion of a Eurocurrencyan RFR Loan (other than a Daily Simple SOFR Loan or any other daily rate RFR Loan) into a Base Rate Loans into LIBOR Loans Loan or Daily Simple SOFR Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amountmade on, and only on, the last day of an Interest Period for such Loan and, upon Conversion of a Base Rate Loan into a LIBOR Eurocurrencyan RFR Loan or of a daily rate RFR Loan into a fixed rate RFR 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 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 Loan2.3(b)). Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3i) on the Business Days Day prior to the date of any proposed Conversion into Base Rate Loans or LIBOR daily rate RFR Loans, and (ii) on the third Business Day prior to the date of any proposed Conversion into Eurocurrencyfixed rate RFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Eurocurrencyfixed rate RFR 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. 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 Eurocurrencyfixed rate RFR Loan, the Interest Period for such Loan shall not exceed one month.

Conversion. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBORSOFR Loan if 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 $100,000 1,000,000 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 9:00 a.m. 12:00 p.m. noon Eastern time three (3) U.S. Government Securities Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR LoansConversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR LIBORSOFR 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. 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. So long as no Default or Event of Default exists(a) The Lender may, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion by delivering to the Administrative Agent by telecopyCompany a Conversion Notice, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and upon request Conversion of a Base Rate Loan portion or all of the relevant Drawdown Amount, less the Drawdown Reduction, if any, into a LIBOR Loanfully paid registered Shares at any time on or before the expiry of the Initial Conversion Period (or the Subsequent Conversion Period, as applicable) (any Shares issuable or deliverable upon Conversion pursuant to any provisions of this Section 7(a) and Section 7(b), the Borrower Conversion Shares). (b) To the extent that the Lender has not requested Conversion of a portion or all of the Draw-down Amounts during the respective Initial Conversion Period, the Lender shall pay be deemed to have requested Conversion of any Loan that continues to be outstanding, including any interest accrued thereon and not yet repaid, on the commencement of the Subsequent Conversion Period. (c) In case of an actual or deemed Conversion Notice by the Lender, the Lender shall, no later than on the close of the second Trading Day immediately after the Initial Conversion Period or, as the case may be, the Subsequent Conversion Period, deliver to the Company via facsimile or email notice a calculation sheet evidencing the calculation of the Conversion Price and the number of Conversion Shares issuable or deliverable to the Lender, such notice accompanied by screenshots of the relevant Bloomberg screens for the Principal Market. The Company shall review such calculation promptly upon receipt and shall notify the Lender no later than on the close of the third Trading Day immediately after the end of the Initial Conversion Period or, as the case may be, the Subsequent Conversion Period, by 5:00 p.m. (Geneva time), of any objections (which shall include a brief explanation of the objection(s)) (the Objections) it may have. Both Parties agree to settle any Objections in good faith and promptly. (d) In case of an actual or deemed Conversion Notice by the Lender, the Company shall (or cause its agent or bank to) deliver on the close of the third Trading Day immediately after the end of the Initial Conversion Period or, as the case may be, the Subsequent Conversion Period, by 5:00 p.m. (Geneva time) or, in case of Objections, promptly upon settlement by the Parties of the Objections (each a Conversion Closing Date), the Conversion Shares to the Lender in the form of Class B Shares (whereby the relevant number of Class B Shares shall be determined on the basis of the Conversion Price) by crediting the depository account of the Lender (as designated by the Lender no later than on the date of the expiry of the Initial Conversion Period or the Subsequent Conversion Period, as applicable) and register the Lender or its designee (provided the Company has given its prior written consent in accordance with Section 2.2first sentence), subject to applicable general limitations in the Company's articles of association as in effect from time to time, in the Company's share register for the relevant number of Conversion Shares. (e) The Company hereby confirms and undertakes that any Conversion Shares issued to the Lender under this Agreement will, no later than 2 (two) Trading Days after the date on which the Conversion Shares have been delivered, be listed on the Principal Market and become tradable without any restrictions on the Principal Market. (f) The Company further covenants that upon delivery of the Conversion Shares. (i) shall be credited as fully paid; (ii) rank equally in all respects with all other issued Class B Shares; (iii) not be subject to any security interest created by the Company; and (iv) be entitled to dividends declared subsequent to the date of issue unless any Share price used for purposes of calculating the Conversion on Price with respect to the principal amount so Converted in accordance relevant Initial Conversion Period or Subsequent Conversion Period is quoted ex dividend. (g) The Company's covenants with Section 2.6. Any respect to the Conversion of a LIBOR Loan into a Base Rate Loan Shares shall apply mutatis mutandis to the Fee Shares, it being understood that the Fee Shares shall be made onsubject to the limitations pursuant to Section 11(b) (h) Any obligation, and only onrepresentation, covenant or other statement by the Company under this Section 7 relating to the Conversion Shares shall apply mutatis mutandis if the Lender uses Security Shares as a substitute to the delivery of the Conversion Shares as per the terms of Section 12 (in which case the relevant Security Shares become Substituted Conversion Shares). (i) For the avoidance of doubt, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Parties agree that a Conversion shall into ADSs will not be given not later than 9:00 a.m. three (3) Business Days prior available to the date Lender, except upon specific request by the Lender and subject to the availability of ADSs under the terms of the deposit agreement for the issuance of ADSs and the written consent of the Company. Without limitation to the Company's right to withhold consent at its discretion, any proposed Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, ADSs is only permissible if the Administrative Agent shall notify each Lender of Company concludes in its discretion that 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 Shares (in the form of a Notice ADSs), at the time of Conversion, are not "Restricted Securities" (as such is defined under the U.S. Securities Act of 1933, as amended (the Securities Act). (j) The Lender acknowledges and understands that any Conversion specifying Shares, any Fee Shares and any Security Shares acquired by it under the terms of this Agreement (afor purposes of this Section 7(j) the requested date Relevant Shares) may be issued as "Restricted Securities" as defined in Rule 144(a)(3) under the Securities Act, and agrees that so long as any Relevant Shares are "Restricted Securities" as defined in Rule 144(a)(3) under the Securities Act, it will segregate any Relevant Shares from any other shares that it holds that are not "Restricted Securities", will not deposit any Relevant Shares in an unrestricted depositary receipt facility (including the Company's ADSs facility in the United States) and will only transfer any Relevant Shares as further set forth below in this Section 7(j). The Lender acknowledges and understands that any Relevant Shares are being offered and sold to it pursuant to an exemption from registration under the Securities Act, or a transaction not subject to. the registration requirements of such Conversionthe Securities Act in a transaction not involving a public offering of securities in the United States and that any Relevant Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States. The Lender agrees and covenants that so long as any Relevant Shares are "Restricted Securities" as defined in Rule 144(a)(3) under the Securities Act, they may not be reoffered, resold, pledged or otherwise transferred except (i) outside the United States in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities Act or (b) pursuant to Rule 144 under the Type Securities Act (if available) or pursuant to another available exemption, if any, from registration under the Securities Act, and that, in each case, such offer, sale, pledge or transfer must be made in accordance with all applicable securities Laws of Loan each state of the United States and the securities Laws of any other relevant jurisdiction, as then in effect. The Investor agrees to be Convertednotify any transferee to whom it subsequently reoffers, (c) resells, pledges or otherwise transfers the portion Relevant Shares of the restrictions set forth herein. In addition, prior to any such Type of Loan to be Convertedsubsequent reoffer, (d) resell, pledge or otherwise transfer the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR LoanRelevant Shares, the requested duration of Investor will obtain from such transferee a written undertaking to comply with 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 giventransfer restrictions set forth herein.

Conversion. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if an Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender holding Loans being Converted by telecopy, or other similar form of transmission, 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan may not be Converted into a 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 $100,000 250,000 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 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 LIBOR Term SOFR Loan. Each such Notice of Conversion shall be given not later than 9:00 a.m. 1:00 p.m. Central time three (3) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR LoansConversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding A Notice of Conversion submitted through the foregoingCredit Management Module of PNC Bank’s PINACLE® system, in accordance with the applicable security procedures therefor, shall be deemed delivered to the Administrative Agent is authorized to rely upon in the telephonic request of any of the Borrower’s Agents. The Borrower’s telephonic notices, requests form required by this Agreement and acceptances shall be directed deemed delivered to such officers of the Administrative Agent as on the Administrative Agent may from date and time to time designate and shall be followed promptly by the original or a facsimile or electronic mail such Notice of Conversion required pursuant 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 first sentence Borrower shall be deemed to have selected an Interest Period of this Section 2.12one month. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another TypeType but of the same Class; provided, however, a Base Rate Loan may not be Converted to a LIBOR Loan if a Default or Event of Default shall exist. Each Any Conversion of a LIBOR Loan of a Class into a Base Rate Loans into LIBOR Loans Loan of such Class shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amountmade 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, 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 LoanConverted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender holding Loans being Converted by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type and Class of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. Notwithstanding , if any, that the foregoing, Borrower has elected to have subject to a Derivatives Contract that provides a hedge against interest rate risk and the Administrative Agent Derivatives Contract(s) to which such amount 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 2.12subject. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Loan that is a LIBOR Rate Loan into a Base Rate Loan shall be 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 Rate Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 applicable Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Rate 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. So long as no Default or Event of Default exists, the The Borrower may on any applicable RFR Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative Agent by telecopyfacsimile, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, (i) a Base Rate Loan may not be Converted into a SOFR Loan if an Event of Default exists, (ii) no notice shall be required for a Conversion of a Term SOFR Loan into a Base Rate Loan on the last day of an Interest Period, (iii) Loans of other Types may not be Converted into Multicurrency Loans or, except as expressly set forth herein with respect to conversions of Multicurrency Loans into a Base Rate Loan, vice versa and (iv) Loans of one Class may not be Converted into Loans of another Class. 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 $100,000 in excess of that amount, amount and upon Conversion of a Base Rate Loan into a LIBOR SOFR 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 Term SOFR Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Term SOFR Loan, unless the Borrower pays all applicable compensation pursuant to Section 5.4. Each such Notice of Conversion shall be given not later than 9:00 a.m. Pacific time three (3) Business Days prior to the date of any proposed Conversion into (or, in the case of any Conversion of a Base Rate or LIBOR LoansLoan into a SOFR Loan, three (3) RFR Business Days). Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender holding Loans being Converted of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopyfacsimile, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) 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 Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR 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. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) 12:00 noon on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy or other similar form of 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) the requested date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the Type of Revolving Loan such Revolving Loan is to be Converted into and (e) 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. 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 Loan of one Type into a Loan of another Type. 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 $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 2.62.4. 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 9:00 a.m. 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the Borrower The Borrowers 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 communicationAgent, Convert all or a portion of a Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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 so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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 Borrowers once given.

Conversion. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into or an RFR Loan may not be Converted to a LIBOR Loan, the Borrower LIBORTerm Benchmark Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. Any Conversion of a LIBOR LIBORTerm Benchmark Loan into a Base Rate Loan or an RFR Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR LIBORTerm Benchmark Loan. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate Loans or LIBOR an RFR Loans and on the third Business Day prior to the date of any proposed Conversion into LIBORTerm Benchmark Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR LIBORTerm Benchmark 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. So long as no Default or Event of Default exists, the 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 Loan (including a Base Rate Loan made pursuant to Section 2.2.(e)) of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. San Francisco time 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telecopy, electronic mail or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 10:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender holding a Loan being Converted by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 10:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event (a) The Partnership is being formed on this ___ day of Default exists_______, 2021 (the Borrower may on any Business Day, “Formation Date”) upon the Borrower’s giving filing of a Notice the Certificate of Conversion to Limited Partnership of the Administrative Agent by telecopyCorporation and the filing of the Certificate of Limited Partnership of the Partnership with the office of the Secretary of State of the State of Delaware. The Conversion, electronic mail or other similar form this Agreement and such filings with the Secretary of communicationState of the State of Delaware are hereby authorized, Convert all or a portion of a Loan of one Type into a Loan of another Typeratified and approved. Each Conversion of Base Rate Loans into LIBOR Loans This Agreement shall be in an aggregate minimum amount effective simultaneously with the Conversion. (b) At the effective time of $1,000,000 and integral multiples of $100,000 in excess of that amount, and upon Conversion of a Base Rate Loan into a LIBOR Loanthe Conversion, the Borrower shall pay accrued interest Corporation is being converted to the date Partnership and, for all purposes of Conversion on the principal amount so Converted in accordance with Section 2.6. Any Conversion laws of a LIBOR Loan into a Base Rate Loan shall be made on, the State of Delaware and only onotherwise, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR Loans. Promptly after receipt of deemed a Notice of Conversion, the Administrative Agent shall notify each Lender continuation of the proposed Conversion. Subject to existence of the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail or other similar form of communication Corporation in the form of a Notice Delaware limited partnership. In connection with the Conversion, the Corporation is not being required to wind up its affairs or pay its liabilities and distribute its assets, and the Conversion does not constitute a dissolution of Conversion specifying the Corporation. As of the Formation Date, for all purposes of the laws of the State of Delaware and otherwise, all of the rights, privileges and powers of the Corporation, and all property, real, personal and mixed, and all debts due to the Corporation, as well as all other things and causes of action belonging to the Corporation, shall remain vested in the Partnership and shall be the property of the Partnership, and the title to any real property vested by deed or otherwise in the Corporation shall not revert or be in any way impaired by reason of any provision of the Act, the DGCL or otherwise; but all rights of creditors and all liens upon any property of the Corporation shall be preserved unimpaired, and all debts, liabilities and duties of the Corporation shall remain attached to the Partnership, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a limited partnership. The rights, privileges, powers and interests in property of the Corporation, as well as the debts, liabilities and duties of the Corporation, shall not be deemed, as a consequence of the Conversion, to have been transferred to the Partnership for any purpose of the laws of the State of Delaware or any other state. Exhibit B hereto summarizes all the Portfolio Company holdings of the Partnership as of the Formation Date. (ac) As of the requested date effective time of such the Conversion, (bi) the Type shares of Loan the Corporation previously held by each Limited Partner as a stockholder of the Corporation are, in the aggregate, converted into 99% of the partnership interests of the Partnership, all such 99% partnership interests being Limited Partner interests; (ii) each Person that was a stockholder of the Corporation is hereby admitted as a Limited Partner of the Partnership and shall receive a percentage (based on the shares of common stock held by such stockholder immediately prior to be Convertedthe effective time of the Conversion over the total number of shares of common stock of the Corporation issued and outstanding immediately prior to the effective time of the Conversion) of the 99% partnership interest in the Partnership (such percentage, the “LP Percentage”); (ciii) the portion Partnership Percentage of such Type each Limited Partner shall be equal to the percentage of Loan all the partnership interests owned by the Partners; (iv) the Capital Commitment of each Limited Partner shall be an amount equal to be Converted$44,550,000 multiplied by its LP Percentage; and (v) the General Partner is hereby admitted as the sole general partner of the Partnership with the associated Capital Commitment and Partnership Percentage set forth opposite the General Partner’s name on Exhibit A hereto. At the effective time of the Conversion, Exhibit A hereto shall reflect the name, address, Capital Commitment and Partnership Percentage of each Limited Partner calculated in accordance with this paragraph 1.5(c). (d) For all tax purposes (but solely for tax purposes) the Type of Loan such Loan is to be Converted into and (e) 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 treated as a liquidation of the Corporation in which the Corporation distributes all of its assets and binding on liabilities to its stockholders in complete liquidation, and immediately thereafter, the Borrower once givenstockholders contribute all of the distributed assets and liabilities to a newly formed partnership.

Conversion. So long as no Default or Event of Default existsshall 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, respectively, of another Type. Each Any Conversion of a Revolving Loan or a Term Loan that is a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amountmade 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, 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 LoanConverted. Each such Notice of Conversion Borrowing shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 applicable Lender by telecopy, or other similar form of transmission, 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) the requested date of such Conversion, (b) 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 Type of Revolving Loan such Revolving Loan, or the Type of Term Loan such Term Loan, is to be Converted into and (e) 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 Borrowing shall be irrevocable by and binding on the Borrower once given.

Conversion. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another TypeType but of the same Class; provided, however, a Base Rate Loan may not be Converted to a SOFR Loan if a Default or Event of Default shall 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 an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amountmade 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 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 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 LoanConverted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate Loans or LIBOR 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 Lender holding Loans being Converted by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type and Class of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. Notwithstanding , if any, that the foregoing, Borrower has elected to have subject to a Derivatives Contract that provides a hedge against interest rate risk and the Administrative Agent Derivatives Contract(s) to which such amount 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 2.12subject. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, (i) a Base Rate Loan into may not be Converted to a LIBOR LIBORSOFR Loan if a Default or Event of Default shall exist, and (ii) a Daily Simple SOFR Loan may not be Converted to a Term SOFR Loan, the Borrower or vice versa, if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. Any Conversion of a LIBOR LIBORTerm SOFR Loan into a Base Rate Loan or a Daily Simple SOFR Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR LIBORTerm SOFR Loan. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or LIBOR Loans and on the third Business Day prior to the date of any proposed Conversion into LIBORSOFR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each applicable Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR LIBORTerm SOFR 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. 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Eurodollar Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Eurodollar Loan. Each such Notice of Conversion shall be given by Borrower not later than 9:00 a.m. three 12:00 noon (3a) on the Business Days Day prior to the date of any proposed Conversion into Base Rate Loans or LIBOR (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 Lender by telecopy or other similar form of 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 (ai) the requested date of such Conversion, (bii) the Type of Revolving Loan to be Converted, (ciii) the portion of such Type of Revolving Loan to be Converted, (div) the Type of Revolving Loan into which such Revolving Loan is to be Converted into Converted, and (ev) if such Conversion is into a LIBOR Eurodollar Loan, the requested duration of the Interest Period of such Revolving 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. 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. So long as no Default or Event of Default exists, the 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 2.4.(e)) of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the Borrower The Borrowers may on any Business Day, upon the Borrower’s Borrower Representative'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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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 so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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 Borrowers once given.

Conversion. So Each Borrower may on any Business Day (so long ---------- as no Default or Event of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of has occurred and is continuing) pursuant to a Notice of Conversion given to the Administrative Agent by telecopyAgent, electronic mail or other similar form and subject to the provisions of communicationSection 4.14(c), Convert all convert the entire amount of or a portion of a Loan any Borrowing --------------- consisting of one Type Prime Rate Loans made to or for the account of the Borrower into a Loan Borrowing consisting of another Type. Each Conversion Eurodollar Rate Loans; provided, however, that, upon -------- ------- conversion of Base any Prime Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and upon Conversion of a Base Eurodollar Rate Loan into a LIBOR LoanLoans, the Borrower shall pay accrued interest to the date of Conversion conversion on the principal amount so Converted in accordance with Section 2.6converted. Any Conversion The applicable Borrower may elect to convert more than one Borrowing consisting of a LIBOR Loan Prime Rate Loans into a Base Eurodollar Rate Loan shall be made on, Loans by combining such Borrowings into one Borrowing and only on, the last day of selecting an Interest Period for such LIBOR Loanpursuant to this Section 4.14(b), provided that Borrowings of Term Loans may not be combined with --------------- -------- Borrowings of Revolving Loans. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) 1:00 P.M. New York City time on the third Business Days Day prior to the date of any proposed Conversion conversion into Base Eurodollar Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender 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 the form of a Notice of Conversion writing, in each case specifying (ai) the requested date of such Conversionconversion, (bii) the Type aggregate amount of Loan Loans to be Convertedconverted, (ciii) whether the Loans to be converted into Eurodollar Rate Loans constitute Revolving Loans or Term Loans and (iv) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding Borrowings of Eurodollar Rate Loans on 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 same Business Day shall be directed to in an aggregate principal amount for all Borrowers requesting that Loans be made or continued as, or converted into, Eurodollar Rate Loans with the same Interest Period on such officers Business Day of 55 not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Borrowings of Prime Rate Loans (other than Agent Advances) on the Administrative Agent as the Administrative Agent may from time to time designate and same Business Day shall be followed promptly by the original in an aggregate principal amount for all Borrowers requesting that Loans be made as, or a facsimile converted into, Prime Rate Loans on such Business Day of not less than $1,000,000 or electronic mail Notice an integral multiple 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$500,000 in excess thereof.

Conversion. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan 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 Any Conversion of a Loan that is a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amountmade 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, 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 LoanConverted. Each such Notice of Conversion shall be given not later than 9:00 10:00 a.m. three two (32) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR LoansConversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. 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 of one Type into a Revolving Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Eurodollar Loan into a Base Rate Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Eurodollar Loan. Each such Notice of Conversion shall be given by Borrower not later than 9:00 a.m. three 12:00 noon (3a) on the Business Days Day prior to the date of any proposed Conversion into Base Rate Loans or LIBOR (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 Lender by telecopy or other similar form of 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 (a1) the requested date of such Conversion, (b2) the Type of Revolving Loan to be Converted, (c3) the portion of such Type of Revolving Loan to be Converted, (d4) the Type of Revolving CREDIT AGREEMENT Loan into which such Revolving Loan is to be Converted into Converted, and (e5) if such Conversion is into a LIBOR Eurodollar Loan, the requested duration of the Interest Period of such Revolving 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. 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type; provided, however, a Base Rate Loan may not be Converted into a SOFR Loan if 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 $100,000 1,000,000 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 9:00 a.m. Pacific time (x) with respect to Loans that are to be Converted to Base Rate Loans, one (1) Business 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 Days, in each case prior to the date of any proposed Conversion into Base Rate or LIBOR LoansConversion. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR 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. 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. 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 Continuation/Conversion to the Administrative Agent by telecopy, electronic mail or other similar form of communicationAgent, Convert all or a portion of a Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Continuation/Conversion shall be given not later than 9:00 a.m. 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Continuation/Conversion, the Administrative Agent shall notify each Lender by telecopy, electronic mail or other similar form of transmission of the proposed Conversion. Subject to the restrictions specified above, each Notice of Continuation/Conversion shall be by telecopy, electronic mail or other similar form of communication telecopy in the form of a Notice of Continuation/Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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 Continuation/Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) 12:00 noon on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan 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 on (a) the last day of the Interest Period relating thereto for a Term SOFR Loan ending during the continuance of any Event of Default or (b) the date of any such Event or 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 $100,000 250,000 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 9:00 a.m. three (3) 2:00 p.m. Eastern time 3 Business Days prior to the date of any proposed Conversion into Base Rate 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 LIBOR Loans(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 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) the requested date of such Conversion, (b) the Type and Class of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR 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. 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 2.62.7. 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 9:00 11:00 a.m. Central time three (3) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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 2.122.13. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So long as no Default or Event of Default existsshall 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 Loan of one Type into a such Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) Central time on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 applicable Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan into which such Loan is to be Converted into and Converted, (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such Loan and (f) if such Conversion is into a LIBOR Loan. Notwithstanding the foregoing, the Administrative Agent amount of such LIBOR Loan, or portion thereof, 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 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 2.12subject. Each Notice of Conversion shall be irrevocable by and binding on the Borrower once given.

Conversion. So long as no Default or Event of Default exists, the The MG Borrower may on any Business Day, upon the MG 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. 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 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 so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of transmission, 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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 Borrowers once given.

Conversion. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Any Conversion of a Revolving Loan that is a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amountmade 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, 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 LoanConverted. Each such Notice of Conversion Borrowing shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of transmission, 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) the requested date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the Type of Revolving Loan such Revolving Loan is to be Converted into and (e) 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 Borrowing shall be irrevocable by and binding on the Borrower once given.

Conversion. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 Rate Loan into a Base Rate Loan shall be 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 Rate Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 applicable Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan into which such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Rate 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. So long as no Default or Event of Default existsshall 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) 12:00 noon on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telex or telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the The Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion notice to the Administrative Agent by telecopy, electronic mail or other similar form of communicationcommunication in the form of Exhibit H hereto or as otherwise reasonably acceptable to the Administrative Agent, Convert all or a portion of a Loan of one Type into a Loan of another Type; provided, however, an ABR Loan may not be Converted into a SOFR Loan and a Daily Simple SOFR Loan may not be converted into a Term SOFR Loan if a Default or Event of Default has occurred and is continuing. Each Conversion of Base Rate Loans of one Type into LIBOR Loans of another Type shall be in an aggregate minimum amount of $1,000,000 and integral multiples of (x) in the case of a Conversion into ABR Loans, $100,000 in excess of that amount, amount and upon Conversion (y) in the case of a Base Rate Loan Conversion into a LIBOR LoanSOFR Loans, the Borrower shall pay accrued interest to the date $250,000 in excess 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 Loanthat amount. Each such Notice of Conversion notice from the Borrower shall be given not later than 9:00 a.m. three 11:00 A.M., New York City time, on the date that is two (32) Business Days prior to the date of any proposed Conversion into Base Rate or LIBOR LoansConversion. Promptly after receipt of a Notice of Conversionsuch notice from the Borrower, the Administrative Agent shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion such notice from the Borrower shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying specify (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR Loan, the requested duration of the Interest Period of such Loan. Notwithstanding Each such notice from 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 Borrower shall be irrevocable by and binding on effective upon notification to the Administrative Agent. If no Type is specified with respect to any requested Conversion, then the Borrower once givenshall be deemed to have selected a Conversion to a Daily Simple SOFR Loan; provided that, if a Default or Event of Default has occurred and is continuing, the Borrower shall be deemed to have selected a Conversion to an ABR Loan. If no Interest Period is specified with respect to any requested Conversation to a Term SOFR Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Any Conversion of a Term SOFR Loan shall be subject to Section 2.17.

Conversion. So long as no Default or Event of Default existsshall 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 of one Type into a Revolving Loan of another Type. Each Any Conversion of a Revolving Loan that is a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amountmade 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, 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 LoanConverted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the portion of such Type of Revolving Loan to be Converted, (d) the Type of Revolving Loan such Revolving Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into may not be Converted to a LIBOR Loan, the Borrower Term SOFR Loan if an Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. Any Conversion of a LIBOR Term SOFR Loan into a Base Rate Loan or a Daily Simple SOFR Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Term SOFR Loan and, upon Conversion of a Base Rate Loan or a Daily Simple SOFR Loan into a SOFR Loan, the Borrower shall pay accrued interest to the date of Conversion on the principal amount so Converted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3i) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or LIBOR Loans, (ii) on the fifth SOFR Business Day prior to the date of any proposed conversion into Daily Simple SOFR Loans and (iii) 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 Lender holding Loans being Converted by telecopy, or other similar form of transmission, 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type and Class of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term SOFR 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. 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 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. Each such Notice of Conversion shall be given not later than 9:00 a.m. (San Francisco time) 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So The Borrowers may on any Business Day (so long as no Default or Event of Default existshas occurred and is continuing), upon notice (each such notice, a "Notice of Conversion") given to the Agent by the Borrower may on any Business DayRepresentative, upon the Borrower’s giving of a Notice of Conversion and subject to the Administrative Agent by telecopyprovisions of Section 4.14(c), electronic mail or other similar form convert the entire amount of communication, Convert all or a portion of a Loan all Revolving Loans of one Type comprising the same Borrowing into a Loan Revolving Loans of another Type. Each Conversion ; provided, that any conversion of Base any LIBOR Rate Loans into LIBOR Revolving Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 another Type shall be made on, and only on, the last day of an Interest Period for such LIBOR LoanRate 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 converted. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) Noon Chicago time on the Business Days Day prior to the date of any proposed Conversion conversion into Base Prime Rate or Loans and on the third 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 Lender 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 J hereto, in each case specifying (ai) the requested date of such Conversionconversion, (bii) the Type of Loan Revolving Loans to be Converted, converted (ciii) the portion of such Type of Revolving Loan to be Convertedconverted, (div) the Type of Loan Revolving Loans such Loan is Revolving Loans are to be Converted converted into and (ev) if such Conversion conversion is into a LIBOR LoanRate Loans, the requested duration of the Interest Period of such Loan. Notwithstanding Each conversion shall be in an aggregate amount for the foregoing, the Administrative Agent is authorized to rely upon the telephonic request Revolving Loans of any not less than $5,000,000 or an integral multiple of the Borrower’s Agents$1,000,000 in excess thereof. The Borrower’s telephonic notices, requests and acceptances shall be directed Borrowers may elect to such officers convert the entire amount 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 portion of Conversion required pursuant to all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by combining such Borrowings into one Borrowing; provided, that if the first sentence Borrowings so combined consist of this Section 2.12. Each Notice of Conversion LIBOR Rate Loans, such Loans shall be irrevocable by and binding have Interest Periods ending on the Borrower once givensame date.

Conversion. So long as no Default or Event of Default exists, the The Borrower may from time to time elect to Convert any Advance (or portion thereof) of any Type to one or more Advances of the same or any other Type on any Business Day, upon the Borrower’s giving of a Notice of Conversion following terms and subject to the Administrative Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan of another Type. following conditions: Each such Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 onas to all Advances comprising a single Borrowing, and only on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be on notice given not later than 9:00 a.m. three 11:00 A.M. (3New York City time) on the third Business Days Day prior to the date of the proposed Conversion, in the case of any such Conversion into LIBOR Rate Advances, or on the Business Day of the proposed Conversion, in the case of any such Conversion into Base Rate or LIBOR LoansAdvances, by the Borrower to the Administrative Agent, who shall give each Lender prompt notice thereof. Promptly after receipt Each such notice of Conversion (a "Notice of Conversion, the Administrative Agent shall notify each 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 substantially the form of a Notice of Conversion Exhibit 2.03(b)(i), specifying (a) therein the requested (1) date of such Conversion, (b2) Type of, and, with respect to LIBOR Rate Advances, Interest Period applicable to, the Type of Loan Advances (or portions thereof) proposed to be Converted, (c3) except in the portion case of such a Conversion described in subsection (iv), below, Type of Loan Advances to which such Advances (or portions thereof) are proposed to be Converted, (d4) in the Type case of Loan such Loan is a Conversion to LIBOR Rate Advances, initial Interest Period to be Converted into applicable to the Advances resulting from such Conversion and (e5) if aggregate amount of Advances (or portions thereof) proposed to be Converted. In the case of a proposed Conversion into LIBOR Rate Advances, the Administrative Agent shall promptly notify each Lender of the interest rate to be applicable to the Advances resulting from such Conversion is into pursuant to Section 2.03(b)(ii) promptly after determination thereof. LIBOR Rate Advances may not be Converted on a LIBOR Loan, date other than the requested duration last day of the Interest Period of then applicable thereto, unless (i) the corresponding amounts, if any, payable to the Lenders pursuant to Section 4.07 are paid contemporaneously with such Loan. Notwithstanding Conversion and (ii) such corresponding amounts, if any, required to be so paid, are paid only from cash contributions to the foregoing, the Administrative Agent is authorized to rely upon the telephonic request of any equity of the Borrower’s AgentsBorrower made for such purpose at such time. The Borrower’s telephonic notices, requests and acceptances No Conversion may be requested by the Borrower hereunder unless made in compliance with this Section 2.03. Any selection by the Borrower of a longer or shorter Interest Period to be applicable to any LIBOR Rate Advance shall be directed deemed a Conversion pursuant to such officers of this Section 2.03, shall be governed by the terms and conditions hereof and shall be notified to the Administrative Agent as herein provided. If no Notice of Conversion in respect of an Advance is received by the Administrative Agent may from time prior to time designate and the end of any Interest Period as provided in subsection (a)(i), above, such Advance shall be followed promptly by Converted to a Base Rate Advance. No Conversion to a LIBOR Rate Advance shall be made (i) so long as an Borrower Event of Default has occurred and is continuing and the original Administrative Agent has determined that such Conversion is not appropriate or (ii) after the date that is one month prior to the Maturity Date. Anything in Section 2.01 or 2.02 to the contrary notwithstanding: at no time shall more than four different Interest Periods be in effect as to outstanding Borrowings hereunder; each Borrowing hereunder (whether from the making or Conversion of Advances hereunder, or both) which is to be comprised of LIBOR Rate Advances shall be in a facsimile or electronic mail minimum aggregate principal amount no less than $1,000,000; and no Lender having a Working Capital Commitment shall be obligated to make a Working Capital Advance if, on and after the first anniversary of the Second Completion Date, on the date of any such requested Advance, there shall not have been, during the immediately preceding twelve month period, at least one thirty (30) consecutive day period during which no Working Capital Advances were outstanding. Each Notice of Conversion required pursuant to the first sentence of this Section 2.12. Each Borrowing and Notice of Conversion shall be irrevocable by and binding on the Borrower once givenafter delivery thereof. In the case of any Borrowing which the related Notice of Borrowing or Notice of Conversion specifies is to be comprised of LIBOR Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing or Notice of Conversion for such Borrowing the applicable conditions (if any) set forth in this Article II (other than failure pursuant to the provisions of Section 2.03(b) or (c)) or in Article V, including any such loss (including loss of anticipated profits where such failure shall not have been beyond the reasonable control of the Borrower), cost or expense incurred by reason of the liquidation or re-employment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. So long as any Swap Agreement is in effect with respect to any Advances, the Borrower shall maintain as LIBOR Rate Advances having Interest Periods corresponding to the payment dates under such Swap Agreement an aggregate amount of Advances at least equal to the notional amount then in effect under such Swap Agreement, except to the extent that the Borrower would be prevented from complying with this Section 2.03(c)(iii) by operation of Section 2.01, subsections (i) or (ii) of this Section 2.03(c) or Section 4.02(b).

Conversion. So The Borrowers may on any Business Day (so long as no Default or Event of Default exists, the Borrower may on any Business Dayhas occurred and is continuing), upon the Borrower’s giving of notice (each such notice, a Notice of Conversion "NOTICE OF CONVERSION") given to the Administrative Agent by telecopyAgent, electronic mail or other similar form and subject to the provisions of communicationSECTION 4.13(c), Convert all convert the entire amount of or a portion of a Loan all Revolving Loans of one Type comprising the same Borrowing into a Loan Revolving Loans of another the other Type. Each Conversion ; PROVIDED, THAT any conversion of Base any LIBOR Rate Loans into LIBOR Prime Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $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 LoanRate Loans and, upon conversion of any Prime Rate Loans into LIBOR Rate Loans, the Borrowers shall pay accrued interest to the date of conversion on the principal amount converted. Each such Notice of Conversion shall be given not later than 9:00 a.m. three (3) Noon Chicago time on the Business Days Day prior to the date of any proposed Conversion conversion into Base Prime Rate or Loans and on the third 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 Lender 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, in each case specifying (ai) the requested date of such Conversionconversion, (bii) the Type of Loan Revolving Loans to be Converted, converted (ciii) the portion of such Type of Revolving Loan to be Convertedconverted, (div) the Type of Loan Revolving Loans such Loan is Revolving Loans are to be Converted converted into and (ev) if such Conversion conversion is into a LIBOR LoanRate Loans, the requested duration of the Interest Period of such Revolving Loan. Notwithstanding the foregoing, the Administrative Agent is authorized to rely upon the telephonic request Each conversion shall be in an aggregate amount of any not less than $1,000,000 or an integral multiple of the Borrower’s Agents$100,000 in excess thereof. The Borrower’s telephonic notices, requests and acceptances shall be directed Borrowers may elect to such officers convert the entire amount 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 portion of Conversion required pursuant to all Revolving Loans of one Type comprising more than one Borrowing into Revolving Loans of another Type by combining such Borrowings into one Borrowing; PROVIDED, THAT if the first sentence Borrowings so combined consist of this Section 2.12. Each Notice of Conversion LIBOR Rate Loans, such Loans shall be irrevocable by and binding have Interest Periods ending on the Borrower once givensame date.

Conversion. So long as no Default or Event of Default existsshall 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, respectively, of another Type. Each Any Conversion of a Revolving Loan or Term Loan that is a LIBOR Loan into a Base Rate Loans into LIBOR Loans Loan shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amountmade 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, 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 LoanConverted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 applicable Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) 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 Type of Revolving Loan such Revolving Loan, or Type of Term Loan such Term Loan, is to be Converted into and (e) 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. So long as there exists no Default or Event of Default existsDefault, 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 Loan of one Type into a Loan of another Type. 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 $100,000 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 2.62.2. 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 9:00 11:00 a.m. Central time 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 Conversion into Base Rate or LIBOR Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) 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. So long as no Default or Event of Default exists, the 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 Loan of one Type into a Loan of another Type. Each Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; provided, and upon Conversion of however, a Base Rate Loan into or an RFR Loan may not be Converted to a LIBOR Loan, the Borrower Term Benchmark Loan if a Default or Event of Default shall pay accrued interest to the date of Conversion on the principal amount so Converted in accordance with Section 2.6exist. Any Conversion of a LIBOR Term Benchmark Loan into a Base Rate Loan or an RFR Loan shall be made on, and only on, the last day of an Interest Period for such LIBOR Term Benchmark Loan. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate Loans or LIBOR RFR Loans and on the third Business Day prior to the date of any proposed Conversion into Term Benchmark Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent shall notify each Lender by telecopy, or other similar form of 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) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Term Benchmark 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 givengiven and shall be signed by a Responsible Officer of the Borrower; provided that, if such Notice of Conversion is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Agent.

Conversion. So long as no Default or Event of Default existsshall 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 the Loan of one Type into a Loan of another Type. Each Subject to Section 4.4. hereof, any Conversion of a LIBOR Loan into a Base Rate Loans into LIBOR Loans shall Loan may be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount, and upon made by the Borrower at any time. 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 LoanConverted. Each such Notice of Conversion shall be given not later than 9:00 11:00 a.m. three (3) on the Business Days Day prior to the date of any proposed Conversion into Base Rate or 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 Lender by telecopy, or other similar form of transmission, of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by telecopy, electronic mail telephone (confirmed promptly thereafter in writing) or other similar form of communication telecopy in the form of a Notice of Conversion specifying (a) the requested date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan, the requested duration of the Interest Period of such LIBOR 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.