Common use of Notice of Conversion/Continuation Clause in Contracts

Notice of Conversion/Continuation. i. For an election under Section 4(a)(i) or 4(a)(iii) above, an Authorized Person must deliver to the Bank, by 2:00 p.m. (Eastern Standard Time) on a New York Business Day, a written notice for an election under Section 4(a)(i) (“Notice of Conversion”) or a written notice for an election under Section 4(a)(iii) (“Notice of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount of each LIBOR Rate Loan to be continued; (b) the applicable LIBOR Rate selection and corresponding Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition above); and (c) whether the Automatic Continuation Option will be in effect for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For any election in accordance with Section 4(b)(i) above, the Conversion Date shall be two (2) Joint Business Days following the date the Bank receives the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following the date the Bank receives the Notice of Continuation, except as otherwise determined by the Bank in its sole discretion. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day, such Notice will be deemed to have been received on the next New York Business Day. Accordingly, as an example, if Xxxxxxxx has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iii. For LIBOR Rate Loans with the Automatic Continuation Option in effect, the Bank shall, at the end of each Interest Period, automatically continue such LIBOR Rate Loan with the same Interest Period. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Period. v. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.

Notice of Conversion/Continuation. i. For Whenever the Borrower desires to convert all or a portion of an election under Section 4(a)(i) outstanding Borrowing, which Borrowing consists of Base Rate Advances or 4(a)(iii) aboveEurodollar Advances (in the case of Revolving Loans and Term B Loans), an Authorized Person must deliver into one or more Borrowings consisting of Advances of another Type, or to continue outstanding a Borrowing consisting of Eurodollar Advances for a new Interest Period, it shall give the Bank, by 2:00 p.m. (Eastern Standard Time) on Administrative Agent a New York Business Day, a written notice for an election under Section 4(a)(i) (“duly completed Notice of Conversion”) or a written notice for an election under Section 4(a)(iii) (“/Continuation in the form of Exhibit D-2 attached hereto, such Notice of Continuation”Conversion/Continuation to be given at least three Business Days (but not more than ten days) prior to each such Borrowing to be converted into or continued as Eurodollar Advances; provided that each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have made such Loans. Such Notice of Conversion/Continuation shall be given prior to 11:00 AM (eitherAtlanta, a “Notice”)Georgia time) on the date specified at the Payment Office of the Administrative Agent. Notices received after 11:00 AM (Atlanta, specifying: Georgia time) shall be deemed received on the next Business Day. A Notice of Conversion/Continuation that does not conform substantially to the format of Exhibit D-2 may be rejected in the Administrative Agent's sole discretion, and the Administrative Agent shall notify the Borrower of such rejection by telecopy not later than 12:00 noon (aAtlanta, Georgia time) on the date of receipt. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of each LIBOR Rate Loan the Advances to be converted or continued; (b) , the applicable LIBOR Rate selection and corresponding date of such conversion or continuation, whether the Advances are being converted into or continued Eurodollar Advances and, if so, the Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition above); and (c) whether applicable thereto. If, upon the Automatic Continuation Option will be expiration of any Interest Period in effect for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For respect of any election in accordance with Section 4(b)(i) aboveBorrowing, the Conversion Date Borrower shall be two (2) Joint Business Days following the date the Bank receives have failed to deliver the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following the date the Bank receives the Notice of /Continuation, except as otherwise determined by the Bank in its sole discretion. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day, such Notice will Borrower shall be deemed to have been received on elected to convert or continue such Borrowing to a Borrowing consisting of Base Rate Advances. So long as any Executive Officer of the next New York Business Day. AccordinglyBorrower has knowledge that any Default or Event of Default shall have occurred and be continuing, no Borrowing may be converted into or continued as an example, if Xxxxxxxx has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue (upon expiration of the LIBOR Rate Loan with a two month current Interest Period, Borrower must deliver to ) Eurodollar Advances unless the Bank an appropriate Notice Administrative Agent and each of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iiithe Lenders shall have otherwise consented in writing. For LIBOR Rate Loans with the Automatic Continuation Option in effect, the Bank shall, at the end No conversion of each Interest Period, automatically continue such LIBOR Rate Loan with the same Interest Period. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice any Borrowing of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period Eurodollar Advances shall be deemed effective permitted except on the last day of the Interest PeriodPeriod in respect thereof. v. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.

Notice of Conversion/Continuation. i. i) For an election under Section 4(a)(i) or 4(a)(iii) above), an Authorized Person must deliver to the Bank, Bank by 2:00 p.m. (Eastern Standard Time) on a New York Business Day, Day a written notice Notice of Conversion ("Notice of Conversion") for an election under Section 4(a)(i) (“or a Notice of Conversion”Continuation ("Notice of Continuation") or a written notice for an election under Section 4(a)(iii) (“Notice of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount of each LIBOR Rate Loan the Loans to be converted or continued; (b) the applicable LIBOR Rate selection and corresponding duration of the requested Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition abovei.e., 1, 2, 3 or 6 month Interest Period); and (c) whether the Automatic Continuation Option will be in effect activated for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For any election in accordance with Section 4(b)(i) above, the The Continuation Date or Conversion Date shall be two (2as the case may be) Joint Business Days following the date the Bank receives the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following from the date Business Day the Bank receives the Notice of ContinuationConversion or Notice of Continuation (either, except as otherwise determined a "Notice") in accordance with the foregoing Section or (B) the last day of the relevant Interest Period if a Notice is received by the Bank in its sole discretionmore than two (2) Business Days before the last day of an Interest Period. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day), such the Notice will be deemed to have been received on the next New York Business Day. Notice of Continuation received more than two (2) Business Days before the end of an Interest Period shall be deemed to have been received two (2) Business Days before the end of such Interest Period for purposes of determining the LIBOR Rate for the next Interest Period per Section 2(b)(i). Accordingly, as an if, for example, if Xxxxxxxx Borrower has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver its Notice of Continuation identifying the new two month Interest Period to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming provided that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iii. ) For LIBOR Rate Loans with where Borrower has elected to activate the Automatic Continuation Option in effectOption, the Bank shall, at the end of each Interest Period, shall automatically continue such LIBOR Rate Loan with the an same Interest PeriodPeriod initially selected by the Borrower. Once the Automatic Continuation Option has been activated for a LIBOR Rate Loan, the submission of a Notice of Conversion or a Notice of Continuation with a different Interest Period shall result in the cancellation of the Automatic Continuation Option for such LIBOR Rate Loan. iv. ) For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Period. v. v) The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.

Notice of Conversion/Continuation. i. For an election under Section 4(a)(i) or 4(a)(iii) above), an Authorized Person must deliver to the Bank, Bank by 2:00 p.m. (Eastern Standard Time) on a New York Business Day, Day a written notice Notice of Conversion (“Notice of Conversion”) for an election under Section 4(a)(i) or a Notice of Continuation (“Notice of ConversionContinuation”) or a written notice for an election under Section 4(a)(iii) (“Notice of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount of each LIBOR Rate Loan the Loans to be converted or continued; (b) the applicable LIBOR Rate selection and corresponding duration of the requested Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition abovei.e., 1, 2, 3 or 6 month Interest Period); and (c) whether the Automatic Continuation Option will be in effect activated for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For any election in accordance with Section 4(b)(i) above, the The Continuation Date or Conversion Date shall be two (2as the case may be) Joint Business Days following the date the Bank receives the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following from the date Business Day the Bank receives the Notice of ContinuationConversion or Notice of Continuation (either, except as otherwise determined a “Notice”) in accordance with the foregoing Section or (B) the last day of the relevant Interest Period if a Notice is received by the Bank in its sole discretionmore than two (2) Business Days before the last day of an Interest Period. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day), such the Notice will be deemed to have been received on the next New York Business Day. Notice of Continuation received more than two (2) Business Days before the end of an Interest Period shall be deemed to have been received two (2) Business Days before the end of such Interest Period for purposes of determining the LIBOR Rate for the next Interest Period per Section 2(b)(i). Accordingly, as an if, for example, if Xxxxxxxx Borrower has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver its Notice of Continuation identifying the new two month Interest Period to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming provided that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iii. For LIBOR Rate Loans with where Borrower has elected to activate the Automatic Continuation Option in effectOption, the Bank shall, at the end of each Interest Period, shall automatically continue such LIBOR Rate Loan with the an same Interest PeriodPeriod initially selected by the Borrower. Once the Automatic Continuation Option has been activated for a LIBOR Rate Loan, the submission of a Notice of Conversion or a Notice of Continuation with a different Interest Period shall result in the cancellation of the Automatic Continuation Option for such LIBOR Rate Loan. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Period. v. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.

Notice of Conversion/Continuation. i. For an election under Section 4(a)(i3(a)(i) or 4(a)(iii) above3(a)(iii), an Authorized Person Borrower must deliver to the Bank, Bank by 2:00 p.m. (Eastern Standard Time) on a New York Business Day, Day a written notice Notice of Conversion ("Notice of Conversion") for an election under Section 4(a)(i) (“Notice of Conversion”3(a)(i) or a written notice Notice of Continuation ("Notice of Continuation") for an election under Section 4(a)(iii3(a)(iii) (“Notice specifying the duration of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount of each LIBOR Rate Loan to be continued; (b) the applicable LIBOR Rate selection and corresponding requested Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition abovei.e., 1, 2, 3 or 6 month Interest Period); and (c) whether the Automatic Continuation Option will be in effect for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For any election in accordance with Section 4(b)(i) above, the The Continuation Date or Conversion Date shall be two (2as the case may be) Joint Business Days following the date the Bank receives the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following from the date Business Day the Bank receives the Notice of ContinuationConversion or Notice of Continuation (either, except as otherwise determined a "Notice") in accordance with the foregoing Section or (B) the last day of the relevant Interest Period if a Notice is received by the Bank in its sole discretionmore than two (2) Business Days before the last day of an Interest Period. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day), such the Notice will be deemed to have been received on the next New York Business Day. Notice of Continuation received more than two (2) Business Days before the end of an Interest Period shall be deemed to have been received two (2) Business Days before the end of such Interest Period for purposes of determining the LIBOR Rate for the next Interest Period. Accordingly, as an if, for example, if Xxxxxxxx Borrower has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver its Notice of Continuation identifying the new two month Interest Period to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming provided that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iii. For LIBOR Rate Loans with the Automatic Continuation Option in effect, the Bank shall, at the end of each Interest Period, automatically continue such LIBOR Rate Loan with the same Interest Period. iv. For an election under Section 4(a)(ii3(a)(ii), an Authorized Person Borrower may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c3(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Period. v. iv. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized PersonBorrower. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.

Notice of Conversion/Continuation. i. For an election under Section 4(a)(i) or 4(a)(iii) above), an Authorized Person must deliver to the Bank, Bank by 2:00 p.m. (Eastern Standard Time) on a New York Business Day, Day a written notice Notice of Conversion ("Notice of Conversion") for an election under Section 4(a)(i) (“or a Notice of Conversion”Continuation ("Notice of Continuation") or a written notice for an election under Section 4(a)(iii) (“Notice of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount of each LIBOR Rate Loan the Loans to be converted or continued; (b) the applicable LIBOR Rate selection and corresponding duration of the requested Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition abovei.e., 1, 2, 3 or 6 month Interest Period); and (c) whether the Automatic Continuation Option will be in effect activated for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For any election in accordance with Section 4(b)(i) above, the The Continuation Date or Conversion Date shall be two (2as the case may be) Joint Business Days following the date the Bank receives the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following from the date Business Day the Bank receives the Notice of ContinuationConversion or Notice of Continuation (either, except as otherwise determined a "Notice") in accordance with the foregoing Section or (B) the last day of the relevant Interest Period if a Notice is received by the Bank in its sole discretionmore than two (2) Business Days before the last day of an Interest Period. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day), such the Notice will be deemed to have been received on the next New York Business Day. Notice of Continuation received more than two (2) Business Days before the end of an Interest Period shall be deemed to have been received two (2) Business Days before the end of such Interest Period for purposes of determining the LIBOR Rate for the next Interest Period per Section 2(b)(i). Accordingly, as an if, for example, if Xxxxxxxx Borrower has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver its Notice of Continuation identifying the new two month Interest Period to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming provided that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iii. For LIBOR Rate Loans with where Borrower has elected to activate the Automatic Continuation Option in effectOption, the Bank shall, at the end of each Interest Period, shall automatically continue such LIBOR Rate Loan with the an same Interest PeriodPeriod initially selected by the Borrower. Once the Automatic Continuation Option has been activated for a LIBOR Rate Loan, the submission of a Notice of Conversion or a Notice of Continuation with a different Interest Period shall result in the cancellation of the Automatic Continuation Option for such LIBOR Rate Loan. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Period. v. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. , The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole reasonable discretion, may reject any Notice that is incomplete.

Notice of Conversion/Continuation. i. For an election under Section 4(a)(i) or 4(a)(iii) above), an Authorized Person must deliver to the Bank, Bank by 2:00 p.m. (Eastern Standard Time) on a New York Business Day, Day a written notice Notice of Conversion ("Notice of Conversion') for an election under Section 4(a)(i) (“or a Notice of Conversion”Continuation ("Notice of Continuation") or a written notice for an election under Section 4(a)(iii) (“Notice of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount of each LIBOR Rate Loan the Loans to be converted or continued; (b) the applicable LIBOR Rate selection and corresponding duration of the requested Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition abovei.e., 1, 2 or 3 month Interest Period); and (c) whether the Automatic Continuation Option will be in effect activated for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. ii. For any election in accordance with Section 4(b)(i) above, the The Continuation Date or Conversion Date shall be two (2as the case may be) Joint Business Days following the date the Bank receives the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following from the date Business Day the Bank receives the Notice of ContinuationConversion or Notice of Continuation (either, except as otherwise determined a 'Notice') in accordance with the foregoing Section or (B) the last day of the relevant Interest Period if a Notice is received by the Bank in its sole discretionmore than two (2) Business Days before the last day of an Interest Period. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day), such the Notice will be deemed to have been received on the next New York Business Day. Notice of Continuation received more than two (2) Business Days before the end of an Interest Period shall be deemed to have been received two (2) Business Days before the end of such Interest Period for purposes of determining the LIBOR Rate for the next Interest Period per Section 2(b)(i). Accordingly, as an if, for example, if Xxxxxxxx Borrower has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver its Notice of Continuation identifying the new two month Interest Period to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming provided that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). iii. For LIBOR Rate Loans with where Borrower has elected to activate the Automatic Continuation Option in effectOption, the Bank shall, at the end of each Interest Period, shall automatically continue such LIBOR Rate Loan with the an same Interest PeriodPeriod initially selected by the Borrower. Once the Automatic Continuation Option has been activated for a LIBOR Rate Loan, the submission of a Notice of Conversion or a Notice of Continuation with a different Interest Period shall result in the cancellation of the Automatic Continuation Option for such LIBOR Rate Loan. iv. For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Period. v. The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.

Notice of Conversion/Continuation. i. (i) For an election under Section 4(a)(i) or 4(a)(iii) above), an Authorized Person must deliver to the Bank, Bank by 2:00 p.m. (Eastern Standard Time) on a New York Business Day, Day a written notice Notice of Conversion ("Notice of Conversion") for an election under Section 4(a)(i) (“or a Notice of Conversion”Continuation ("Notice of Continuation") or a written notice for an election under Section 4(a)(iii) (“Notice of Continuation”) (either, a “Notice”), specifying: (a) the aggregate amount of each LIBOR Rate Loan the Loans to be converted or continued; (b) the applicable LIBOR Rate selection and corresponding duration of the requested Interest Period duration for each LIBOR Rate Loan to be continued (see LIBOR Rate definition abovei.e., a one-day, one-month, two-month, three-month or six-month Interest Period); and (c) whether the Automatic Continuation Option will be in effect activated for each such LIBOR Rate Loan. The Automatic Continuation Option shall be in effect for each LIBOR Rate Loan, unless otherwise specified by Borrower in writing. (ii. For any election in accordance with Section 4(b)(i) above, the The Continuation Date or Conversion Date shall be two (2as the case may be) Joint Business Days following the date the Bank receives the Notice of Conversion, and the Continuation Date shall be the later of (A) the last day of the applicable Interest Period, or (B) two (2) Joint Business Days following from the date Business Day the Bank receives the Notice of ContinuationConversion or Notice of Continuation (either, except as otherwise determined a "Notice") in accordance with the foregoing Section or (B) the last day of the relevant Interest Period if a Notice is received by the Bank in its sole discretionmore than two (2) Business Days before the last day of an Interest Period. If a Notice is received after 2:00 p.m. (Eastern Standard Time) on any New York Business Day), such the Notice will be deemed to have been received on the next New York Business Day. Notice of Continuation received more than two (2) Business Days before the end of an Interest Period shall be deemed to have been received two (2) Business Days before the end of such Interest Period for purposes of determining the LIBOR Rate for the next Interest Period per Section 2(b)(i). Accordingly, as an if, for example, if Xxxxxxxx has a LIBOR Rate Loan with a one month Interest Period ending on June 15 and wants to continue the LIBOR Rate Loan with a two month Interest Period, Borrower must deliver its Notice of Continuation identifying the new two month Interest Period to the Bank an appropriate Notice of Continuation by no later than 2:00 p.m. (Eastern Standard Time) on June 13 (assuming provided that June 13 is a New York Business Day and June 14 and 15 are Joint Business Days). (iii. ) For LIBOR Rate Loans with where Xxxxxxxx has elected to activate the Automatic Continuation Option in effectOption, the Bank shall, at the end of each Interest Period, shall automatically continue such LIBOR Rate Loan with the same Interest PeriodPeriod initially selected by the Borrower. Once the Automatic Continuation Option has been activated for a LIBOR Rate Loan, the submission of a Notice of Conversion or a Notice of Continuation with a different Interest Period shall result in the cancellation of the Automatic Continuation Option for such LIBOR Rate Loan. (iv. ) For an election under Section 4(a)(ii), an Authorized Person may deliver to the Bank a Notice of Conversion at any time during an Interest Period up to the last day of such Interest Period or may have the LIBOR Rate Loan automatically convert to a Base Rate Loan pursuant to Section 4(c). Any such Notice of Conversion delivered during an Interest Period shall be deemed effective on the last day of the Interest Period. v. (v) The Bank may take action on any Notice in reliance upon any oral, telephonic, written or teletransmitted Notice that the Bank in good faith believes to be valid and to have been made by Borrower Xxxxxxxx or on behalf of Borrower by an Authorized Person. No Notice may be delivered by e-mail. The Bank may act on the Notice from any Authorized Person until the Bank shall have received from Borrower, and had a reasonable time to act on, written notice revoking the authority of such Authorized Person. The Bank shall incur no liability to Borrower or to any other person as a direct or indirect result of acting on any Notice under this Note. The Bank, in its sole discretion, may reject any Notice that is incomplete.