Common use of Conversions; Other Matters Clause in Contracts

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted and the initial Interest Period relating thereto; provided that any Conversion of an ABR Advance to an Eurodollar Advance shall only be made on a Eurodollar Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section 3.3 in whole or in part; provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar Advances.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Term SOFR Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Term SOFR Advances or to Convert any one or more existing Eurodollar Term SOFR Advances to any one or more new Eurodollar Term SOFR Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Domestic Business Days’ prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted and the initial Interest Period relating thereto; provided that any Conversion of an ABR Advance to an Eurodollar Term SOFR Advance shall only be made on a Eurodollar Domestic Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Term SOFR Advances may be Converted pursuant to this Section 3.3 in whole or in part; provided that the amount to be Converted to each Eurodollar Term SOFR Advance, when aggregated with any Eurodollar Term SOFR Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Term SOFR Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar Term SOFR Advances.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted and the initial Interest Period relating thereto; provided that any Conversion of an ABR Advance to an Eurodollar Advance shall only be made on a Eurodollar Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a notice of Conversion delivered by the Borrower may state that such Borrowing Request notice is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request notice to specify the proposed effective date), in which case such Borrowing Request notice may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Requestnotice of Conversion) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section 3.3 in whole or in part; provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar Advances.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent no later than 10:00 A.M. at least two CVS Health Corporation 2018 364-Day Year Credit Agreement Eurodollar Business Days’ prior irrevocable notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted and the initial Interest Period relating thereto; , provided that any Conversion of an ABR Advance to an Eurodollar Advance shall only be made on a Eurodollar Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a notice of Conversion delivered by the Borrower may state that such Borrowing Request notice is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request notice to specify the proposed effective date), in which case such Borrowing Request notice may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Requestnotice of Conversion) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section 3.3 in whole or in part; provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar Advances.

Conversions; Other Matters. (a) The Borrower Company may elect at any time and from time to time to Convert one or more Eurodollar Advances LIBOR Loans to an ABR Advance Alternate Base Rate Loan by giving the Administrative Agent at least one Domestic Business Day’s 's prior irrevocable notice of such election (in the form of a Borrowing Request)election, specifying the Loans and the amount to be so Converted, provided that any such Conversion shall only be made on the last day of the Interest Period applicable to each such LIBOR Loan. In addition, the Borrower Company may elect at any time and from time to time to Convert an ABR Advance Alternate Base Rate Loan to any one or more new Eurodollar Advances LIBOR Loans or to Convert any one or more existing Eurodollar Advances LIBOR Loans to any one or more new Eurodollar Advances LIBOR Loans by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar three Business Days’ ' prior irrevocable notice notice, of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted and the initial Interest Period relating thereto; , provided that (i) any Conversion of an ABR Advance Alternate Base Rate Loan to an Eurodollar Advance LIBOR Loans shall only be made on a Eurodollar Business Day; provided, further that, notwithstanding Day and (ii) any Conversion of LIBOR Loans shall only be made on the foregoing, a Borrowing Request for a Conversion delivered by last day of the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicableInterest Period ap- plicable thereto. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Alternate Base Rate Loans shall be made pro rata according to the outstanding principal amount of the and LIBOR Loans of each Lender. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section 3.3 paragraph in whole or in part; , provided that the amount to be Converted to each Eurodollar AdvanceLIBOR Loan, when aggregated ag- gregated with any Eurodollar Advance LIBOR Loan to be made on such date in accordance with Section paragraph 2.1 and having the same Interest Period as such first Eurodollar AdvanceLIBOR Loan, shall equal no less than $10,000,000 5,000,000 or an integral multiple of $1,000,000 in excess thereof thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the entire remaining Company shall have no right to elect to Convert any existing Alternate Base Rate Loan to a new LIBOR Loan or to Convert any existing LIBOR Loan to a new LIBOR Loan. In such event, such Alternate Base Rate Loan shall be automatically continued as an Alternate Base Rate Loan or such LIBOR Loan shall be automatically Converted to an Alternate Base Rate Loan on the last day of the Interest Period applicable to such LIBOR Loan. (c) Each Conversion shall be effected by each Lender by applying the proceeds of each new Alternate Base Rate Loan or LIBOR Loan, as the case may be, to the existing Loan (or portion thereof) being Converted (it being understood that such Conversion shall not constitute a borrowing for purposes of paragraphs 4,5 or 6). (d) Notwithstanding any other provision of any Loan Document: (i) if the Company shall have failed to elect a LIBOR Loan under paragraph 2.3 or this paragraph 3.3, as the case may be, in connection with any borrowing of new Revolving Credit Loans or expiration of an Interest Period with respect to any existing LIBOR Loan, the amount of the Eurodollar Advances.Revolving Credit Loans subject to such borrowing or such existing LIBOR Loan shall thereafter be an Alternate Base Rate Loan until such time, if any, as the Company shall elect a new LIBOR Loan pursuant to this paragraph 3.3, (ii) the Company shall not be permitted to select a LIBOR Loan the Interest Period in respect of which ends later than the Termination Date or such earlier date upon which all of the Revolving Credit Commitments shall have been voluntarily terminated by the Company in accordance with paragraph 2.6, and (iii) the Company shall not be permitted to have more than ten LIBOR Loans and Competitive Bid Loans, in the aggregate, outstanding at any one time. 3.4 Interest Rates and Payment Dates (a) Prior to Maturity. Except as otherwise provided in paragraphs 3.4(b) and 3.4(c), the Loans shall bear interest on the unpaid principal balance thereof at the applicable interest rate or rates per annum set forth below: LOANS RATE Revolving Credit Loans made as Alternate Base Rate applicable Alternate Base Rate Loans thereto. Revolving Credit Loans made as LIBOR Rate applicable thereto plus LIBOR Loans the Applicable Margin. Competitive Bid The rate of interest ap- Loans plicable thereto accepted by the Company pursuant to paragraph 2.4(d). Swing Line Loans Negotiated Rate applicable thereto as provided in paragraph 2.2(a). (b)

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Term SOFR Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Term SOFR Advances or to Convert any one or more existing Eurodollar Term SOFR Advances to any one or more new Eurodollar Term SOFR Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Domestic Business Days’ prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted and the initial Interest Period relating thereto; provided that any Conversion of an ABR Advance to an Eurodollar Term SOFR Advance shall only be made on a Eurodollar Domestic Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Term SOFR Advances may be Converted pursuant to this Section 3.3 in whole or in part; provided that the amount to be Converted to each Eurodollar Term SOFR Advance, when aggregated with any Eurodollar Term SOFR Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Term SOFR Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar Term SOFR Advances.. CHAR1\1889946v5

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable notice notice, in the case of a Conversion to Eurodollar Advances, of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted and the initial Interest Period relating thereto; , provided that any Conversion of an ABR Advance to an Eurodollar Advance Advances shall only be made on a Eurodollar Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section 3.3 in whole or in part; , provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the entire remaining amount Borrower shall have no right to elect to Convert any existing ABR Advance to a new Eurodollar Advance or to Convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically Converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar AdvancesAdvance. The foregoing shall not affect any other rights or remedies that the Administrative Agent or any Lender may have under this Agreement or any other Loan Document.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Advances or to Convert any one or more existing Eurodollar Advances to any one or more new Eurodollar Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted and the initial Interest Period relating thereto; provided that any Conversion of an ABR Advance to an Eurodollar Advance shall only be made on a Eurodollar Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Advances may be Converted pursuant to this Section 3.3 in whole or in part; provided that the amount to be Converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar Advances.. CHAR1\1787260v5

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances Term SOFR Loans to an ABR Advance Loan by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable written notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance Loan to any one or more new Eurodollar Advances Term SOFR Loans or to Convert any one or more existing Eurodollar Advances Term SOFR Loans to any one or more new Eurodollar Advances Term SOFR Loans by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Domestic Business Days’ prior irrevocable written notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted and the initial Interest Period relating thereto; provided provided, that any Conversion of an ABR Advance Loan to an Eurodollar Advance a Term SOFR Loan shall only be made on a Eurodollar Domestic Business Day; provided, further further, that, notwithstanding the foregoing, a Borrowing Request for a notice of Conversion delivered by the Borrower may state that such Borrowing Request notice is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request notice to specify the proposed effective datedate of such other credit facilities or transactions), in which case such Borrowing Request notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the day such specified for such Conversion in such Borrowing Requesteffective date) if such condition is not satisfied and the Borrower shall indemnify indemnifies the Lenders in accordance with Section 3.53.05, if and to the extent applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances Loans and Eurodollar Advances Term SOFR Loans may be Converted pursuant to this Section 3.3 3.03 in whole or in part; provided provided, that the amount to be Converted to each Eurodollar AdvanceTerm SOFR Loan, when aggregated with any Eurodollar Advance Term SOFR Loan to be made on such date in accordance with Section 2.1 2.01 and having the same Interest Period as such first Eurodollar AdvanceTerm SOFR Loan, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar AdvancesLoans.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances Loans to an ABR Advance Loan by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable written notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance Loan to any one or more new Eurodollar Advances Loans or to Convert any one or more existing Eurodollar Advances Loans to any one or more new Eurodollar Advances Loans by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable written notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted and the initial Interest Period relating thereto; provided provided, that any Conversion of an ABR Advance Loan to an a Eurodollar Advance Loan shall only be made on a Eurodollar Business Day; provided, further further, that, notwithstanding the foregoing, a Borrowing Request for a notice of Conversion delivered by the Borrower may state that such Borrowing Request notice is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request notice to specify the proposed effective date), in which case such Borrowing Request notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the day such specified for such Conversion in such Borrowing Requesteffective date) if such condition is not satisfied and the Borrower shall indemnify indemnifies the Lenders in accordance with Section 3.53.05, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances Loans and Eurodollar Advances Loans may be Converted pursuant to this Section 3.3 3.03 in whole or in part; provided provided, that the amount to be Converted to each Eurodollar AdvanceLoan, when aggregated with any Eurodollar Advance Loan to be made on such date in accordance with Section 2.1 2.01 and having the same Interest Period as such first Eurodollar AdvanceLoan, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar AdvancesLoans.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Term SOFR Advances to an ABR Advance by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance to any one or more new Eurodollar Term SOFR Advances or to Convert any one or more existing Eurodollar Term SOFR Advances to any one or more new Eurodollar Term SOFR Advances by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Domestic Business Days’ prior irrevocable notice of such election (in the form of a Borrowing Request), specifying the amount to be so Converted and the initial Interest Period relating thereto; provided that any Conversion of an ABR Advance to an Eurodollar Term SOFR Advance shall only be made on a Eurodollar Domestic Business Day; provided, further that, notwithstanding the foregoing, a Borrowing Request for a Conversion delivered by the Borrower may state that such Borrowing Request is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request to specify the proposed effective date), in which case such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent prior to the day specified for such Conversion in such Borrowing Request) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.5, if and to the extent applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances and Eurodollar Term SOFR Advances may be Converted pursuant to this Section 3.3 in whole or in part; provided that the amount to be Converted to each Eurodollar Term SOFR Advance, when aggregated with any Eurodollar Term SOFR Advance to be made on such date in accordance with Section 2.1 and having the same Interest Period as such first Eurodollar Term SOFR Advance, shall equal no less than $10,000,000 50,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar Term SOFR Advances.

Conversions; Other Matters. (a) The Borrower may elect at any time and from time to time to Convert one or more Eurodollar Advances Loans to an ABR Advance Loan by giving the Administrative Agent at least one Domestic Business Day’s prior irrevocable written notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted. In addition, the Borrower may elect at any time and from time to time to Convert an ABR Advance Loan to any one or more new Eurodollar Advances Loans or to Convert any one or more existing Eurodollar Advances Loans to any one or more new Eurodollar Advances Loans by giving the Administrative Agent no later than 10:00 A.M. at least two Eurodollar Business Days’ prior irrevocable written notice of such election (in the form of a Borrowing Request)election, specifying the amount to be so Converted and the initial Interest Period relating thereto; provided provided, that any Conversion of an ABR Advance Loan to an a Eurodollar Advance Loan shall only be made on a Eurodollar Business Day; provided, further further, that, notwithstanding the foregoing, a Borrowing Request for a notice of Conversion delivered by the Borrower may state that such Borrowing Request notice is conditioned upon the effectiveness of other credit facilities or transactions (such Borrowing Request notice to specify the proposed effective date), in which case such Borrowing Request notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the day such specified for such Conversion in such Borrowing Requesteffective date) if such condition is not satisfied and the Borrower shall indemnify indemnifies the Lenders in accordance with Section 3.53.05, if applicable. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Each Conversion of Loans shall be made pro rata according to the outstanding principal amount of the Loans of each Lender. ABR Advances Loans and Eurodollar Advances Loans may be Converted pursuant to this Section 3.3 3.03 in whole or in part; provided provided, that the amount to be Converted to each Eurodollar AdvanceLoan, when aggregated with any Eurodollar Advance Loan to be made on such date in accordance with Section 2.1 2.01 and having the same Interest Period as such first Eurodollar AdvanceLoan, shall equal no less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of the Eurodollar Advances3-Year Tranche Loans or the 5-Year Tranche Loans.