Common use of Conversions and Continuations of Borrowings Clause in Contracts

Conversions and Continuations of Borrowings. (a) Subject to the limitations set forth in Section 2.05(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing or to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made pro rata among the Banks in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.05(e) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Banks of any notice given pursuant to Section 2.06(a) and of each Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued for a new Interest Period as a Base Rate Borrowing.

Conversions and Continuations of Borrowings. (a) Subject to the limitations set forth in Section 2.05(d2.03(b) and Section 2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) U.S. Government Securities Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar RateTerm SOFR Borrowing, to convert any Borrowing which constitutes a Eurodollar RateTerm SOFR Borrowing into a Base Rate Borrowing or or, to continue any Borrowing constituting a Eurodollar Rate RateTerm SOFR Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made based on the pro rata among Commitment of the Banks in accordance with the respective principal amounts of the Loans applicable Advances comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan any Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate RateTerm SOFR Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.05(e2.03(e) and Section 2.06(d) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate RateTerm SOFR Borrowing that would end later than the Maturity applicable Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor Guarantors that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a2.04(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate RateTerm SOFR Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate RateTerm SOFR Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate RateTerm SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Banks of any notice given pursuant to Section 2.06(a2.04(a) and of each applicable Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a2.04(a) to continue any Eurodollar Rate RateTerm SOFR Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a2.04(a) to convert such Eurodollar Rate RateTerm SOFR Borrowing), such Eurodollar Rate RateTerm SOFR Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued as a Base Rate Borrowingdeemed to have an Interest Period of one (1) month’s duration. For the avoidance of doubt, no notice shall be required for a new Interest Period Base Rate Borrowing to continue as a Base Rate Borrowing.

Conversions and Continuations of Borrowings. (a) Subject to the limitations set forth in Section 2.05(d2.03(b) and Section 2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing, to convert any Borrowing or which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or, to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made based on the pro rata among Commitment of the Banks in accordance with the respective principal amounts of the Loans applicable Advances comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan any Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.05(e2.03(e) and Section 2.06(d) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity applicable Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor Guarantors that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Banks of any notice given pursuant to Section 2.06(a) and of each Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued for a new Interest Period as a Base Rate Borrowing.

Conversions and Continuations of Borrowings. (a) Subject to the limitations set forth in Section 2.05(d2.03(b) and Section 2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing, to convert any Borrowing or which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or, to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made based on the pro rata among amongCommitment of the Revolving Credit Banks or the Term Loan Banks, as applicable, in accordance with the respective principal amounts of the Loans applicable Advances comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan any Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Revolving Credit Banks or Term Loan Banks, as applicable, pursuant to Section 2.05(e2.03(e) and Section 2.06(e) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a2.04(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Revolving Credit Banks or Term Loan Banks, as applicable, of any notice given pursuant to Section 2.06(a2.04(a) and of each applicable Revolving Credit Bank or Term Loan Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a2.04(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a2.04(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued as a Base Rate Borrowing. For the avoidance of doubt, no notice shall be required for a new Interest Period Base Rate Borrowing to continue as a Base Rate Borrowing.

Conversions and Continuations of Borrowings. (a1) Subject to the limitations set forth in Section 2.05(d2.03(b) and Section 2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing, to convert any Borrowing or which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or, to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made based on the pro rata among Commitment of the Banks in accordance with the respective principal amounts of the Loans applicable Advances comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan any Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.05(e2.03(e) and Section 2.06(d) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity applicable Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor Guarantors that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Banks of any notice given pursuant to Section 2.06(a) and of each Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued for a new Interest Period as a Base Rate Borrowing.

Conversions and Continuations of Borrowings. (a) Subject to the limitations set forth in Section 2.05(d2.03(b) and Section 2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing, to convert any Borrowing or which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or, to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made based on the pro rata among Commitment of the Banks in accordance with the respective principal amounts of the Loans applicable Advances comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan any Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.05(e2.03(e) and Section 2.06(d) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a2.04(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Banks of any notice given pursuant to Section 2.06(a2.04(a) and of each applicable Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a2.04(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a2.04(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued as a Base Rate Borrowing. For the avoidance of doubt, no notice shall be required for a new Interest Period Base Rate Borrowing to continue as a Base Rate Borrowing.

Conversions and Continuations of Borrowings. (a) Subject to the limitations set forth in Section 2.05(d2.03(b) and Section 2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing, to convert any Borrowing or which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or, to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made pro rata among the Revolving Credit Banks or the Term Loan Banks, as applicable, in accordance with the respective principal amounts of the Loans applicable Advances comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan any Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Revolving Credit Banks or Term Loan Banks, as applicable, pursuant to Section 2.05(e2.03(e) and Section 2.06(e) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a2.04(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Revolving Credit Banks or Term Loan Banks, as applicable, of any notice given pursuant to Section 2.06(a2.04(a) and of each applicable Revolving Credit Bank or Term Loan Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a2.04(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a2.04(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued as a Base Rate Borrowing. For the avoidance of doubt, no notice shall be required for a new Interest Period Base Rate Borrowing to continue as a Base Rate Borrowing.

Conversions and Continuations of Borrowings. (a1) Subject to the limitations set forth in Section 2.05(d2.03(b) and Section 2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing, to convert any Borrowing or which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or, to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made based on the pro rata among Commitment of the Banks in accordance with the respective principal amounts of the Loans applicable Advances comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan any Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.05(e2.03(e) and Section 2.06(d) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity applicable Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor Guarantors that no Default or Event of Default (i) has occurred 128384814_9 and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Banks of any notice given pursuant to Section 2.06(a) and of each Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued for a new Interest Period as a Base Rate Borrowing.

Conversions and Continuations of Borrowings. (a) Subject to the limitations set forth in Section 2.05(d2.03(b) and Section 2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing, to convert any Borrowing or which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or, to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: : (A) each conversion or continuation shall be made based on the pro rata among Commitment of the Banks in accordance with the respective principal amounts of the Loans applicable Advances comprising the converted or continued Borrowing; ; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; ; (C) accrued interest on a Loan any Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; ; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.05(e2.03(e) and Section 2.06(d) as a result of such conversion; ; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity applicable Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Banks of any notice given pursuant to Section 2.06(a) and of each Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued for a new Interest Period as a Base Rate Borrowing.34 122723226_17

Conversions and Continuations of Borrowings. (a) Subject to the limitations set forth in Section 2.05(d2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing or to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made pro rata among the Banks in accordance with the respective principal amounts of the Loans Advances comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan an Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.05(e2.03(e) and Section 2.06(d) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a2.04(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Banks of any notice given pursuant to Section 2.06(a2.04(a) and of each Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a2.04(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a2.04(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued for a new Interest Period as a Base Rate Borrowing.

Conversions and Continuations of Borrowings. (a1) Subject to the limitations set forth in Section 2.05(d2.03(b) and Section 2.03(d), the Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (i) not later than 11:00 A.M. (New York City time) on the last day of the Interest Period therefor, to convert any Borrowing which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or to continue any Base Rate Borrowing for an additional Interest Period and (ii) not later than 10:00 A.M. (New York City time) three (3) Business Days prior to the date of conversion or continuation, to convert any Borrowing which constitutes a Base Rate Borrowing into a Eurodollar Rate Borrowing, to convert any Borrowing or which constitutes a Eurodollar Rate Borrowing into a Base Rate Borrowing or, to continue any Borrowing constituting a Eurodollar Rate Borrowing for an additional Interest Period, subject in each case to the following: (A) each conversion or continuation shall be made based on the pro rata among Commitment of the Banks in accordance with the respective principal amounts of the Loans applicable Advances comprising the converted or continued Borrowing; (B) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, the aggregate principal amount of such Borrowing converted or continued shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (C) accrued interest on a Loan any Advance (or portion thereof) being converted or continued shall be paid by the Borrower at the time of conversion or continuation; (D) if any Eurodollar Rate Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Banks pursuant to Section 2.05(e2.03(e) and Section 2.06(d) as a result of such conversion; (E) no Interest Period may be selected for any Eurodollar Rate Borrowing that would end later than the Maturity applicable Termination Date; (F) no Default or Event of Default shall have occurred and be continuing at the time of, or result from, such conversion or continuation; and (G) each such conversion or continuation shall constitute a representation and warranty by the Borrower and the Guarantor GuarantorGuarantors that no Default or Event of Default (i) has occurred and is continuing at the time of such conversion or continuation, or (ii) would result from such conversion or continuation. (b) Each notice pursuant to Section 2.06(a) shall be irrevocable, shall be in writing (or telephone notice promptly confirmed in writing) and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing or a Base Rate Borrowing made pursuant to a Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Rate Borrowing, the Interest Period with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Rate Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative Agent shall promptly advise the other Banks of any notice given pursuant to Section 2.06(a) and of each Bank’s portion of any converted or continued Borrowing. If the Borrower shall not have given notice in accordance with Section 2.06(a) to continue any Eurodollar Rate Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with Section 2.06(a) to convert such Eurodollar Rate Borrowing), such Eurodollar Rate Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be continued for a new Interest Period as a Base Rate Borrowing.