Common use of Conversion of Advances Clause in Contracts

Conversion of Advances. (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. on the third Business Day prior to the date of any proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18, Convert all Advances of one Type into Advances of another Type or Types or Continue Advances of the same Type having the same or a new Interest Period; provided that no Advance shall be Converted to or Continued as a Eurodollar Rate Advance if any Event of Default shall have occurred and be continuing. Each such notice of a Conversion or Continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or Continuation, (ii) the Advances to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to Eurodollar Rate Advances, the duration of the Interest Period for each such Advance. (b) If the Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” and Section 2.19(a) or if any proposed Conversion of an Advance to a Eurodollar Rate Advance upon Conversion shall not occur as a result of the circumstances described in Section 2.18 or 2.19(c), such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance. (c) Each notice of Conversion or Continuation given pursuant to Section 2.19(a) shall be irrevocable and binding on the Borrower. In the case of any Advance that is to be Converted to a Eurodollar Rate Advance, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the Commitment. (d) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances.

Conversion of Advances. The Company may elect to Convert one or more Advances of any Type to one or more Advances of the same or any other Type on the following terms and subject to the following conditions: (ai) The Borrower may on any Business Day, Each Conversion shall be made as to all Advances comprising a single Borrowing upon irrevocable written notice given by the Company to the Administrative Agent Administrating Bank not later than 11:00 A.M. 10:00 a.m. (New York time) on the third Business Day prior to the date of any the proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18, Convert all Advances of one Type into Advances of another Type or Types or Continue Advances Conversion. The Administrating Bank shall notify each Participating Bank of the same Type having the same or a new Interest Period; provided that no Advance shall be Converted to or Continued as a Eurodollar Rate Advance if any Event contents of Default shall have occurred and be continuingsuch notice promptly after receipt thereof. Each such notice of a Conversion or Continuation shall, within shall specify therein the restrictions specified above, specify following information: (iA) the date of such proposed Conversion or Continuation, (ii) which in the Advances to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to case of Eurodollar Rate Advances, Advances shall be the duration last day of the Interest Period for each then applicable to such AdvanceAdvances to be Converted), (B) the Type of, and Interest Period, if any, applicable to the Advances proposed to be Converted, (C) the aggregate principal amount of Advances proposed to be Converted, and (D) the Type of Advances to which such Advances are proposed to be Converted and the Interest Period, if any, to be applicable thereto. (bii) If During the Borrower shall fail continuance of a Reimbursement Default (other than a Reimbursement Event of Default), the right of the Company to select the Type of any Advance or the duration of any Interest Period for any Convert Advances to Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” Advances shall be suspended, and Section 2.19(a) or if any proposed Conversion of an Advance to a all Eurodollar Rate Advance upon Conversion Advances then outstanding shall not occur as a result of the circumstances described in Section 2.18 or 2.19(c), such Advance will automatically, be Converted to ABR Advances on the last day of the then-existing Interest Period thereforthen in effect, Convert into if, on such day, a Base Rate AdvanceReimbursement Default (other than a Reimbursement Event of Default) shall be continuing. (ciii) Each During the continuance of a Reimbursement Event of Default, the right of the Company to Convert Advances to Eurodollar Rate Advances shall be suspended, and upon the occurrence of a Reimbursement Event of Default, all Eurodollar Rate Advances then outstanding shall immediately, without further act by the Company, be Converted to ABR Advances. (iv) If no notice of Conversion is received by the Administrating Bank as provided in paragraph (i) above with respect to any outstanding Eurodollar Rate Advances on or Continuation given pursuant before the third Business Day prior to Section 2.19(a) the last day of the Interest Period then in effect for such Eurodollar Rate Advances, the Administrating Bank shall be irrevocable and binding on the Borrower. In the case treat such absence of any Advance that is notice as a deemed notice of Conversion providing for such Advances to be Converted to a Eurodollar Rate Advance, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill ABR Advances on the date specified for such Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result last day of such failure, does not occur. The Borrower’s obligations under this paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the CommitmentInterest Period. (d) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances.

Conversion of Advances. (a) The Borrower Subject to subsections (c) and (d), below, the Company may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of any the proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18Sections 3.08, 3.12 and 4.02, Convert all Advances of one Type resulting from the same Borrowing into Advances of another Type or, in the case of Eurodollar Rate Advances, select a new or Types or Continue Advances of renew the same Type having the same or a new Interest PeriodPeriod for such Eurodollar Rate Advances; provided provided, however, that no Advance any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be Converted to or Continued as a made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advance if any Event of Default shall have occurred and be continuingAdvances. Each such notice of a Conversion or Continuation shall, within the restrictions specified above, shall specify (i) the date of such Conversion or ContinuationConversion, (ii) the Advances to be Converted or Continued Converted, and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to to, Eurodollar Rate Advances, the duration of the Interest Period for each such AdvanceEurodollar Rate Advances. (b) If the Borrower Company shall fail to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate Advance Advances in accordance with the provisions contained in the definition of “Interest Period” and Section 2.19(a) or if any proposed Conversion of an Advance to a Eurodollar Rate Advance upon Conversion shall not occur as a result of the circumstances described "INTEREST PERIOD" in Section 2.18 or 2.19(c)1.01 and subsection (a) above, the Administrative Agent will forthwith so notify the Company and the Banks and such Advance Advances will automatically, on the last day of the then-then existing Interest Period therefor, Convert into a Base Rate AdvanceAdvances. (c) Each notice of Any Eurodollar Rate Advance outstanding on the Required Conversion or Continuation given pursuant to Section 2.19(a) Date for such Eurodollar Rate Advance shall be irrevocable Converted to a Base Rate Advance on such day; provided, however, that if such Conversion would result in a reduction of the interest rate per annum payable by the Company with respect to such Advance, the Company and binding on the Borrower. In Banks shall negotiate a substitute interest rate to apply to such Eurodollar Rate Advance following such Conversion to a Base Rate Advance to their mutual satisfaction (which substitute interest rate shall be an all-in rate not lower than the case of any rate applicable to such Eurodollar Rate Advance that is immediately prior to such substitution). (d) No Base Rate Advance shall be Converted to a Eurodollar Rate Advance, Advance following the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Required Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the CommitmentDate with respect thereto. (d) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances.

Conversion of Advances. (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of any proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18, Convert all Advances of one Type into Advances of another Type or Types or Continue Advances of the same Type having the same or a new Interest Period; provided that no Advance shall be Converted converted to or Continued as a Eurodollar Rate Advance if any Event of Default shall have occurred and be continuing. Each such notice of a Conversion or Continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or ContinuationConversion, (ii) the Advances to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to Eurodollar Rate Advances, the duration of the Interest Period for each such Advance. (b) If the Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” and subsection (a) of this Section 2.19(a) 2.19 or if any proposed Conversion of an Advance to a Eurodollar Rate Advance upon Conversion shall not occur as a result of the circumstances described in Section 2.18 or 2.19(c)subsection (c) of this Section 2.19, such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance. (c) Each notice of Conversion or Continuation given pursuant to subsection (a) of this Section 2.19(a) 2.19 shall be irrevocable and binding on the Borrower. In the case of any Advance that is to be Converted converted to a Eurodollar Rate Advance, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including including, without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this paragraph subsection (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the Commitment. (d) No more than 12 Types of Eurodollar Rate Advances may be outstanding at any time. (e) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances.

Conversion of Advances. (a) The Borrower Borrowers may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the date of any the proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18Sections 2.05 and 2.13, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of another Type or Types or Continue the other Type; provided, however, that any Conversion of LIBOR Advances of the same Type having the same or a new Interest Period; provided that no Advance into Base Rate Advances shall be Converted to or Continued as a Eurodollar Rate Advance if any Event effective only on the last day of Default shall have occurred and be continuingan Interest Period for such LIBOR Advances. Each such notice of a Conversion or Continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or ContinuationConversion, (ii) the Advances to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to Eurodollar Rate into LIBOR Advances, the duration of the initial Interest Period for each such AdvanceAdvances. Each notice of Conversion shall be irrevocable and binding on the applicable Borrower. (b) If the a Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate LIBOR Advance in accordance with the provisions contained in the definition of “"Interest Period” and Section 2.19(a) or if any proposed Conversion of an Advance to a Eurodollar Rate Advance upon Conversion shall not occur as a result of the circumstances described " in Section 2.18 or 2.19(c)1.01, the Administrative Agent will forthwith so notify such Borrower and the Lenders, whereupon each such LIBOR Advance will automatically, on the last day of the then-then existing Interest Period therefor, Convert into a Base Rate Advance. (c) Each notice Upon the occurrence and during the continuance of Conversion an Event of Default, (x) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make, or Continuation given pursuant to Section 2.19(a) Convert Advances into, LIBOR Advances shall be irrevocable and binding on the Borrower. In the case of any Advance that is to be Converted to a Eurodollar Rate Advance, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the Commitmentsuspended. (d) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances.

Conversion of Advances. So long as no Event of Default shall have occurred and be continuing, the Borrower may from time to time after the Closing Date elect to Convert any one or more Advances of any Type to one or more Advances of the same or any other Type on the following terms and subject to the following conditions: (a) The Borrower may Each such Conversion shall be made as to all Advances comprising a single Borrowing, on any Business Day, upon notice given to the Administrative Agent not later than 11:00 10:00 A.M. (New York City time) on the third Business Day prior to the date of any the proposed Conversion into or Continuation as Eurodollar Rate Advances and on by the Business Day of any proposed Conversion into Base Rate Advances subject Borrower to the provisions of Section 2.18Administrative Agent, Convert all Advances of one Type into Advances of another Type or Types or Continue Advances of the same Type having the same or a new Interest Period; provided that no Advance who shall be Converted give to or Continued as a Eurodollar Rate Advance if any Event of Default shall have occurred and be continuingeach Lender prompt notice thereof. Each such notice of Conversion (a Conversion or Continuation shall"Notice of Conversion") shall be in substantially the form of Exhibit 3.02A hereto, within specifying therein the restrictions specified above, specify requested (i) the date of such Conversion or ContinuationConversion, (ii) Type of, and Interest Period applicable to, the Advances proposed to be Converted or Continued and Converted, (iii) with respect except in the case of a Conversion described in subsection (c) below, Type of Advances to any Continuationwhich such Advances are proposed to be Converted, or if such (iv) except in the case of a Conversion is into, or with respect to Eurodollar Base Rate Advances, the duration of the initial Interest Period for each to be applicable to the Advances resulting from such AdvanceConversion and (v) aggregate amount of Advances proposed to be Converted. No Conversion may be requested by the Borrower hereunder (and no Notice of Conversion shall be effective) unless made in compliance with Section 3.03 hereof. (b) If the The Borrower shall fail to may not select the Type of any Advance or the duration of any an Interest Period for of greater than one month (in the case of Conversions to Eurodollar Rate Advances) during the continuance of an Unmatured Default or an Event of Default. (c) If no Notice of Conversion in respect of an Advance is received by the Administrative Agent as provided in subsection (a) above with respect to any Eurodollar Rate Advance in accordance with Advance, the provisions contained in the definition Administrative Agent shall treat such absence of “Interest Period” and Section 2.19(a) or if any proposed notice as a deemed Notice of Conversion of an providing for each such Advance to be Converted to a Eurodollar Base Rate Advance upon Conversion shall not occur as a result of the circumstances described in Section 2.18 or 2.19(c), such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate then in effect for such Advance. (c) Each notice of Conversion or Continuation given pursuant to Section 2.19(a) shall be irrevocable and binding on the Borrower. In the case of any Advance that is to be Converted to a Eurodollar Rate Advance, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the Commitment. (d) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances.

Conversion of Advances. (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. on the third Business Day prior to the date of any proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18, Convert all Advances of one Type into Advances of another Type or Types or Continue Advances of the same Type having the same or a new Interest Period; provided that no Advance shall be Converted to or Continued as a Eurodollar Rate Advance if any Event of Default shall have occurred and be continuing. Each such notice of a Conversion or Continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or Continuation, (ii) the Advances to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to Eurodollar Rate Advances, the duration of the Interest Period for each such Advance. (b) If the Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” and Section 2.19(a) or if any proposed Conversion of an Advance to a Eurodollar Rate Advance upon Conversion shall not occur as a result of the circumstances described in Section 2.18 or 2.19(c), such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance. (c) Each notice of Conversion or Continuation given pursuant to Section 2.19(a) shall be irrevocable and binding on the Borrower. In the case of any Advance that is to be Converted to a Eurodollar Rate Advance, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the Commitment. (d) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances[Reserved].

Conversion of Advances. (a) The Borrower Subject to subsections (c) and (d) below, the Company may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of any the proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18Sections 3.08, 3.12 and 4.02, Convert all Advances of one Type resulting from the same Borrowing into Advances of another Type or, in the case of Eurodollar Rate Advances, select a new or Types or Continue Advances of renew the same Type having the same or a new Interest PeriodPeriod for such Eurodollar Rate Advances; provided provided, however, that no Advance any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be Converted to or Continued as a made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advance if any Event of Default shall have occurred and be continuingAdvances. Each such notice of a Conversion or Continuation shall, within the restrictions specified above, shall specify (i) the date of such Conversion or ContinuationConversion, (ii) the Advances to be Converted or Continued Converted, and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to to, Eurodollar Rate Advances, the duration of the Interest Period for each such AdvanceEurodollar Rate Advances. (b) If the Borrower Company shall fail to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate Advance Advances in accordance with the provisions contained in the definition of “Interest Period” "INTEREST PERIOD" in Section 1.01 and Section 2.19(asubsection (a) above, or if any proposed Conversion upon the occurrence and during the continuation of an Advance to a Eurodollar Rate Advance upon Conversion shall not occur as a result Event of Default, the circumstances described in Section 2.18 or 2.19(c), Administrative Agent will forthwith so notify the Company and the Banks and such Advance Advances will automatically, on the last day of the then-then existing Interest Period therefor, Convert into a Base Rate AdvanceAdvances. (c) Each notice of Any Eurodollar Rate Advance outstanding on the Required Conversion or Continuation given pursuant to Section 2.19(a) Date for such Eurodollar Rate Advance shall be irrevocable Converted to a Base Rate Advance on such day; provided, however, that if such Conversion would result in a reduction of the interest rate per annum payable by the Company with respect to such Advance, the Company and binding on the Borrower. In Banks shall negotiate a substitute interest rate to apply to such Eurodollar Rate Advance following such Conversion to a Base Rate Advance to their mutual satisfaction (which substitute interest rate shall be an all-in rate not lower than the case of any rate applicable to such Eurodollar Rate Advance that is immediately prior to such substitution). (d) No Base Rate Advance shall be Converted to a Eurodollar Rate Advance, Advance following the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Required Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the CommitmentDate with respect thereto. (d) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances.

Conversion of Advances. (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. 12:00 noon, Los Angeles time, on the third Business Day prior to before the date of any the proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances Conversion, subject to the provisions of Section 2.182.11, Convert all or any portion of the Advances of one Type composing the same Borrowing into Advances of another Type or Types or Continue the other Type; PROVIDED, HOWEVER, that any Conversion of Eurodollar Rate Advances of the same Type having the same or a new Interest Period; provided that no Advance into Reference Rate Advances shall be Converted to or Continued as a made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advance if Advances, any Event Conversion of Default Reference Rate Advances into Eurodollar Rate Advances shall have occurred be in an amount not less than the minimum amount specified in Section 2.2(b), and be continuingno Conversion of any Advances shall result in more different Interest Periods for outstanding Eurodollar Rate Advances than permitted under Section 2.2(b). Each such notice of Conversion shall be by telephone confirmed, by the end of the same Business Day, by the Borrower's delivery of a Conversion or Notice of Conversion/Continuation shallto the Administrative Agent by telecopier and, within the restrictions specified above, shall specify (i) the date of such Conversion or ContinuationConversion, (ii) the Advances to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to into Eurodollar Rate Advances, the duration of the initial Interest Period for each such AdvanceAdvances. Each notice of Conversion shall be irrevocable and binding on the Borrower. (b) On any day on which the aggregate unpaid principal amount of Eurodollar Rate Advances composing any Borrowing is reduced, by payment, prepayment or otherwise, to less than $5,000,000, such Advances shall automatically Convert into Reference Rate Advances. (c) If the Borrower shall fail fails to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate Advance Advances in accordance with the provisions contained in the definition of “"Interest Period” " in Section 1.1, the Administrative Agent will forthwith so notify the Borrower and Section 2.19(a) or if any proposed Conversion of an Advance to a the Lenders, whereupon each such Eurodollar Rate Advance upon Conversion shall not occur as a result of the circumstances described in Section 2.18 or 2.19(c), such Advance will automatically, on the last day of the then-then existing Interest Period therefor, Convert be Converted into a Base Reference Rate Advance. (c) Each notice of Conversion or Continuation given pursuant to Section 2.19(a) shall be irrevocable and binding on the Borrower. In the case of any Advance that is to be Converted to a Eurodollar Rate Advance, the Borrower shall indemnify the Lenders against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversion, as a result of such failure, does not occur. The Borrower’s obligations under this paragraph (c) shall survive the repayment of all other amounts owing to the Lenders under this Agreement and the other Loan Documents and the termination of the Commitment. (d) References in this Section 2.19 to “Advances” and “Types of Advances” shall not include the Swing Line Advances.

Conversion of Advances. (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the date of any the proposed Conversion into or Continuation as Eurodollar Rate Advances Conversion, and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18Sections 2.02(c), 2.06, 2.07, 2.08(d) and 2.10(c), Convert all or any Advances (except Auction Bid Advances) of one Type into Advances of another Type or Types or Continue Advances Ad- vances of the same Type having the same or a new Interest Periodother Type; provided, however, that (i) except as provided that no Advance in Section 2.10(c), any Conversion of any Adjusted Eurodollar Rate Advances into Base Rate Advances shall be Converted to or Continued as a made on, and only on, the last day of an Interest Period for such Adjusted Eurodollar Rate Advance if Advances and (ii) the Borrower may not Convert any Event of Default shall have occurred and be continuingBase Rate Advances into Adjusted Eurodollar Rate Advances unless such Base Rate Advances are in an aggregate amount not less than $1,000,000. Each such notice of a Conversion or Continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or ContinuationConversion, (ii) the Type and aggregate amount of Advances to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to into Adjusted Eurodollar Rate Advances, the duration of the Interest Period for each such AdvanceAdvances. (b) If the Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” and Section 2.19(a) or if any proposed Conversion of an Advance to a Eurodollar Rate Advance upon Conversion shall not occur as a result of the circumstances described in Section 2.18 or 2.19(c), such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance. (c) Each notice of Conversion or Continuation given pursuant to Section 2.19(a) shall be irrevocable and binding on the Borrower. In the case Borrower and, in respect of any Advance that is notice of Conversion to be Converted to a Adjusted Eurodollar Rate AdvanceAdvances, the Borrower shall indemnify the Lenders each Lender against any loss, cost or expense incurred by the Lenders such Lender solely as a result of any failure to fulfill Convert on the date specified for in such Conversion the applicable conditions set forth in Article IIInotice, including any loss (excluding including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Adjusted Eurodollar Rate Advance to be made by such Lender as part of such Conversion when such Adjusted Eurodollar Rate Advance, upon such Conversion, when such Conversion, solely as a result of such failure, does is not occurmade on such date. The Borrower’s obligations under Without prejudice to the survival of any other provision of this Agreement, the provisions of this paragraph shall survive any termination of this Agreement (c) On the date on which the aggregate unpaid principal amount of Adjusted Eurodollar Rate Advances having the same Interest Period shall survive the repayment of all other amounts owing be reduced, by payment or prepayment or otherwise, to the Lenders under this Agreement and the other Loan Documents and the termination of the Commitmentless than $1,000,000, such Advances shall automatically Convert into Base Rate Advances. (d) References in this Section 2.19 Upon the occurrence of any Default and so long as such Default shall continue, the right of the Borrower to “Advances” and “Types of Advances” Convert any Advance into an Adjusted Eurodollar Rate Advance shall not include the Swing Line Advancesbe suspended.

Conversion of Advances. (a) a. The Borrower may on any Business Daymay, upon notice given to the Administrative Agent not later than 11:00 A.M. 1:00 P.M. (New York City time) on the third Business Day prior to the date of any the proposed Conversion into or Continuation as Eurodollar Rate Advances and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18Sections 2.09 and 2.13, on any Business Day, Convert all Advances of one Type made in connection with the same Borrowing into Advances of another Type; provided, however, that any Conversion of, or with respect to, any Eurodollar Rate Advances or Green Eurodollar Rate Advances into Advances of another Type or Types or Continue Advances of the same Type having the same or a new Interest Period; provided that no Advance shall be Converted to or Continued as a made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advance if any Event Advances or Green Eurodollar Rate Advances, unless the Borrower shall also reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of Default shall have occurred and be continuingsuch Conversion. Each such notice of a Conversion or Continuation shall(a “Notice of Conversion”) shall be transmitted by facsimile, within in substantially the restrictions specified aboveform of Exhibit A-2 hereto, specify specifying therein (i) the date of such Conversion or ContinuationConversion, (ii) the Advances to be Converted or Continued Converted, and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to to, Eurodollar Rate Advances or Green Eurodollar Rate Advances, the duration of the Interest Period for each such Advance. (b) b. If the Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Borrowing comprising Eurodollar Rate Advance Advances or Green Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and Section 2.19(a) 2.10(a), or if any proposed Conversion of an Advance a Borrowing that is to a comprise Eurodollar Rate Advance Advances upon Conversion shall not occur as a result of the circumstances described in Section 2.18 subsection (c) below, or 2.19(c)if an Event of Default has occurred and is continuing and Eurodollar Rate Advances or Green Eurodollar Rate Advances are outstanding, the Administrative Agent will forthwith so notify the Borrower and the Lenders, and such Advance Advances will automatically, on the last day of the then-then existing Interest Period therefor, Convert into a Base Rate AdvanceAdvances or Green Base Rate Advances, as applicable. (c) c. Each notice of Conversion or Continuation given pursuant to Section 2.19(asubsection (a) above shall be irrevocable and binding on the Borrower. In the case of any Advance Borrowing that is to be Converted to a comprise Eurodollar Rate AdvanceAdvances or Green Eurodollar Rate Advances upon Conversion, the Borrower shall agrees to indemnify the Lenders each Lender against any loss, cost or expense incurred by the Lenders as a result of any failure to fulfill on the date specified for such Conversion the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund such Eurodollar Rate Advance, upon such Conversion, when such Conversionif, as a result of the failure of the Borrower to satisfy any condition to such failureConversion (including, without limitation, the occurrence of any Event of Default, or any event that would constitute an Event of Default with notice or lapse of time or both), such Conversion does not occur. The Borrower’s obligations under this paragraph subsection (c) shall survive the repayment of all other amounts owing to the Lenders and the Administrative Agent under this Agreement and the other Loan Documents and the termination of the CommitmentCommitments. (d) References d. Notwithstanding any other provision of this Agreement to the contrary, the Borrower may not borrow Advances at the Eurodollar Rate or Convert Advances resulting in this Section 2.19 to “Advances” Eurodollar Rate Advances or Green Eurodollar Rate Advances at any time an Event of Default has occurred and “Types of Advances” shall not include the Swing Line Advancesis continuing.

Conversion of Advances. (a) The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. a.m. (New York City time) on the third Business Day prior to the date of any the proposed Conversion into or Continuation as Eurodollar Rate Advances Conversion, and on the Business Day of any proposed Conversion into Base Rate Advances subject to the provisions of Section 2.18Sections 2.02(c), 2.07, 2.08, 2.09(d) and 2.11(c), Convert all or any Advances of one Type into Advances of another Type or Types or Continue the other Type; provided, however, that (i) except as provided in Section 2.11(d), any Conversion of any Eurodollar Rate Advances of the same Type having the same or a new Interest Period; provided that no Advance into Base Rate Advances shall be Converted to or Continued as a made on, and only on, the last day of an Interest Period for such Eurodollar Rate Advance if Advances, (ii) the Borrower may not Convert any Event Base Rate Advances into Eurodollar Rate Advances unless such Base Rate Advances are in an aggregate amount not less than $10,000,000 and (iii) no conversion of Default any Advances shall have occurred and be continuingresult in more separate Interests periods than permitted under Section 2.02(b)(iv). Each such notice of a Conversion or Continuation shall, within the restrictions specified above, specify (i) the date of such Conversion or ContinuationConversion, (ii) the Type and aggregate amount of Advances to be Converted or Continued and (iii) with respect to any Continuation, or if such Conversion is into, or with respect to into Eurodollar Rate Advances, the duration of the Interest Period for each such AdvanceAdvances. (b) If the Borrower shall fail to select the Type of any Advance or the duration of any Interest Period for any Eurodollar Rate Advance in accordance with the provisions contained in the definition of “Interest Period” and Section 2.19(a) or if any proposed Conversion of an Advance to a Eurodollar Rate Advance upon Conversion shall not occur as a result of the circumstances described in Section 2.18 or 2.19(c), such Advance will automatically, on the last day of the then-existing Interest Period therefor, Convert into a Base Rate Advance. (c) Each notice of Conversion or Continuation given pursuant to Section 2.19(a) shall be irrevocable and binding on the Borrower. In the case Borrower and, in respect of any Advance that is notice of Conversion to be Converted to a Eurodollar Rate AdvanceAdvances, the Borrower shall indemnify the Lenders each Lender against any loss, cost or expense incurred by the Lenders such Lender solely as a result of any failure to fulfill Convert on the date specified for in such Conversion the applicable conditions set forth in Article IIInotice, including any loss (excluding including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Eurodollar Rate Advance to be made by such Lender as part of such Conversion when such Eurodollar Rate Advance, upon such Conversion, when such Conversion, solely as a result of such failure, does is not occurmade on such date. The Borrower’s obligations under Without prejudice to the survival of any other provision of this Agreement, the provisions of this paragraph shall survive any termination of this Agreement. (c) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances having the same Interest Period shall survive the repayment of all other amounts owing be reduced, by payment or prepayment or otherwise, to the Lenders under this Agreement and the other Loan Documents and the termination of the Commitmentless than $10,000,000, such Advances shall automatically Convert into Base Rate Advances. (d) References in this Section 2.19 Upon the occurrence of any Default and so long as such Default shall continue, (i) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to “Advances” and “Types of Advances” make, or to Convert any Advances into, Eurodollar Rate Advances shall not include the Swing Line Advancesbe suspended.