Common use of Conversion Options Clause in Contracts

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted at the end of the applicable Interest Period to a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Benchmark Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Benchmark Loan to a Base Rate Loan or, if applicable, any such conversion of a Benchmark Loan that is a Term Benchmark Loan to a RFR Loan, the Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least one (1) Business Day’s Day prior written notice to the requested date of such electionconversion, and such conversion shall only be made on (X) the last day of the Interest Period with respect to any such LIBOR Rate Benchmark Loan that is a Term Benchmark Loan, or (Y) the applicable Interest Payment Date with respect to any such Benchmark Loan that is a RFR Loan, and, in each case after giving effect to the making of such Loan, there shall be no more than eight (8) Benchmark Loans outstanding at any one time; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Benchmark Loan of any Type or, if applicable, any such conversion of a Benchmark Loan that is a RFR Loan to a Term Benchmark Loan (provided, that, such conversion shall only be made on the applicable Interest Payment Date with respect to such RFR Loan), the Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least three (3) LIBOR Business Days’ Days prior written notice to the requested date of such election and the Interest Period requested for such Loanconversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five eight (5) LIBOR Rate 8) Benchmark Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Benchmark Loan when any Default or Event of Default has occurred and is continuing, and (iv) no Alternative Currency Loan shall be converted to a Base Rate Loan. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Benchmark Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.001,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Benchmark Loan or, if applicable, relating to the conversion of a Benchmark Loan that is a RFR Loan to a Term Benchmark Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Benchmark Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto (for a Term Benchmark Loan) or following the Interest Payment Date with respect thereto (for a RFR Loan) by compliance by the Borrower with the terms of §4.1; provided that no LIBOR Rate Benchmark Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on (X) the last day of the Interest Period relating thereto for a Term Benchmark Loan ending during the continuance of any Default or Event of Default or (Y) the date of any such Default or Event or Default for a RFR Loan (except, in each case, for a Benchmark Loan denominated in an Alternative Currency which, during the continuance of a Default, shall continue as a Term Benchmark Loan with an Interest Period of one (1) month or a RFR Loan, as applicable, and during the continuance of an Event of Default, shall be converted to an Alternate Rate Loan). (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Benchmark Loan, (X) any such Benchmark Loan that is a Term Benchmark Loan shall be automatically converted continued at the end of the applicable Interest Period as a Term Benchmark Loan with an Interest Period of one month or (Y) any such Benchmark Loan that is a RFR Loan shall be automatically continued following the Interest Payment Date with respect thereto as a RFR Loan, provided, in each case, that no circumstance exists which would preclude Borrower from obtaining such Benchmark Loan, or if Borrower would be precluded from obtaining such Benchmark Loan, it shall be converted to a Base Rate Loan at the end of the applicable Interest Period (except for a Benchmark Loan denominated in an Alternative Currency which, if Borrower shall be precluded from obtaining such Benchmark Loan, shall be converted to an Alternate Rate Loan). Notwithstanding anything to the contrary contained herein, a Benchmark Loan denominated in an Alternative Currency may be continued or converted in accordance with this §4.1 in an amount equal to the same number of units of the relevant Currency for which such Benchmark Loan was initially made regardless of whether the principal amount of such Loan as of such date of continuation or conversion is less than $1,000,000.00.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Eurodollar Rate Loan, as applicable; provided PROVIDED that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR four Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 1,000,000 or an integral multiple of $250,000.00 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) LIBOR Eurodollar Rate Loans outstanding Outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Outstanding Loans of any Type may be converted as provided herein, provided PROVIDED that no partial conversion shall result in a Base Rate Loan in a an aggregate principal amount of less than $1,000,000.00 1,000,000 or a LIBOR Eurodollar Rate Loan in a an aggregate principal amount of less than $1,000,000.00 or 1,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000.00100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §Section 4.1; provided PROVIDED that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period to a Base Rate LoanPeriod.

Conversion Options. (a) The Borrower Borrowers may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower Borrowers shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower Borrowers shall give the Agent at least three (3) four LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 2,000,000 or an integral multiple of $250,000.00 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five ten (510) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a an aggregate principal amount of less than $1,000,000.00 1,000,000 or a LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000.00 or 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000.00100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the BorrowerBorrowers. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of §Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period to a Base Rate LoanPeriod.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Term Loans from Base Rate Loans to a Revolving Credit Loan of another Type LIBOR Rate Loans or vice versa and such Revolving Credit Loans Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 500,000 or an integral multiple of $250,000.00 100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan, Loan there shall be no more than five twelve (512) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in a an aggregate principal amount of less than $1,000,000.00 500,000 or a Term LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000.00 or 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000.00100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period to a Base Rate LoanPeriod.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) four LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 2,000,000 or an integral multiple of $250,000.00 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five ten (510) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a an aggregate principal amount of less than $1,000,000.00 1,000,000 or a LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000.00 or 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000.00100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period to a Base Rate LoanPeriod.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 500,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five six (56) LIBOR Rate Loans outstanding at any one timetime unless all of the Lenders otherwise consent in writing; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00500,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. The Agent shall promptly notify the Lenders of the applicable LIBOR or Base Rate. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted continued at the end of the applicable Interest Period as a LIBOR Rate Loan for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate LoanLoan at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower or any Regular Subsidiary Borrower may elect from time to time to convert LIBOR Loans in Dollars under any of its outstanding Revolving Credit Facility to ABR Loans to a Revolving Credit Loan of another Type and under such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such electionFacility, and may elect from time to time to convert ABR Loans in Dollars under any Revolving Facility to LIBOR Loans under such conversion shall only be made on Revolving Facility, by giving the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Administrative Agent at least three (3) LIBOR Business Days’ ' prior irrevocable written notice of such election to convert (which date shall be a Business Day and in the case of any conversion of any LIBOR Loans to ABR Loans, the last day of an Interest Period therefor), the amount and type of conversion and, in the case of any conversion of ABR Loans to LIBOR Loans, the Interest Period requested for such Loanselected with respect thereto; provided, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 in excess thereof andhowever, after giving effect to the making of such Loan, there shall be no more than five that (5i) LIBOR Rate ABR Loans outstanding at any one time; and (iii) no Loan may not be converted into a to LIBOR Rate Loan Loans when any Default or Event of Default has occurred and is continuingcontinuing without the consent of the Administrative Agent and (ii) Swing Line Loans may not, at any time, be converted to LIBOR Loans. All or any part of the outstanding Revolving Credit LIBOR Loans of any Type or ABR Loans may be converted as provided herein, provided that no partial conversion conversions of LIBOR Loans to ABR Loans shall result be in a Base Rate Loan in a an aggregate principal amount of $2,500,000 or a whole multiple thereof and partial conversions of ABR Loans to LIBOR Loans with respect to which a common Interest Period has been selected shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $2,500,000 in excess thereof, and provided, further, that in the case of a partial conversion of LIBOR Loans to ABR Loans, after giving effect to such conversion, the aggregate principal amount of the LIBOR Loans outstanding with respect to which a common Interest Period has been selected shall be not less than $1,000,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower5,000,000. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted at the end of the applicable Interest Period to a Base Rate Loan.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) four LIBOR Business Days’ ' prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 2,000,000 or an integral multiple of $250,000.00 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five six (56) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. Promptly upon receipt of any such Conversion Request, the Agent shall notify each of the Banks thereof. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a an aggregate principal amount of less than $1,000,000.00 1,000,000 or a LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000.00 or 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000.00100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §Section 4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period to a Base Rate LoanPeriod.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans Loan to a Revolving Credit Loan of another Type and such Revolving Credit Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicableType; provided that (i) with respect to any such conversion of a LIBOR Eurodollar Rate Loan to a Base Rate Revolving Loan, the Borrower shall give the Agent at least one (1) three Business Day’s Days' prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base Rate Revolving Loan to a LIBOR Eurodollar Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR four Eurodollar Business Days’ ' prior written notice of such election and the Interest Period requested for such Loanelection, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 2,000,000 or an integral multiple of $250,000.00 100,000 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five (5) LIBOR Eurodollar Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Revolving Loan in a an aggregate principal amount of less than $1,000,000.00 1,000,000 or a LIBOR Eurodollar Rate Loan in a an aggregate principal amount of less than $1,000,000.00 or 2,000,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000.00100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Eurodollar Lending Officeoffice, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Revolving Loan to a LIBOR Eurodollar Rate Loan shall be irrevocable by the Borrower. The Agent shall notify the Banks promptly following its receipt of such Conversion Request. (b) Any LIBOR Rate Loan Loans of any Type may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1notice provisions contained in ss.4.1; provided that no LIBOR Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Revolving Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of DefaultDefault of which the officers of the Agent active upon the Borrower's account have actual knowledge. The Agent shall notify the Banks promptly when any such automatic conversion contemplated by this ss. 4.1 is scheduled to occur. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically converted to a Base Rate Revolving Loan at the end of the applicable Interest Period to a Base Rate LoanPeriod.

Conversion Options. (a) The Borrower may by notice to the Agent in the form of Exhibit G hereto elect from time to time to convert any of its the outstanding Revolving Credit Loans Advances to a Revolving Credit Loan Advances of another Type and such Revolving Credit Loans Advances shall thereafter bear interest as a Base Rate Loan Advance or a LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanAdvance unless Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan Advance to a LIBOR Rate LoanAdvance, the Borrower shall give the Agent at least three two (32) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such LoanAdvance, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 1,000,000 or an integral multiple of $250,000.00 250,000 in excess thereof and, after giving effect to the making of such LoanAdvance, there shall be no more than five ten (510) LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan Advance in a principal amount of less than $1,000,000.00 1,000,000 or an integral multiple of $100,000 in excess thereof or a LIBOR Rate Loan Advance in a principal amount of less than $1,000,000.00 1,000,000 or an integral multiple of $250,000.00250,000 in excess thereof. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans Advances to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan Advance to a LIBOR Rate Loan Advance shall be irrevocable by Borrower. For purposes of this §4.1(a), the Borrowerwords “executed,” “signed,” “signature,” “deliver,” “delivery,” and words of like import in or relating to a Conversion/Continuation Request to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Agent to accept electronic signatures in any form or format without its prior written consent. (b) Any LIBOR Rate Loan Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §§ 4.1; provided that no LIBOR Rate Loan Advance may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan Advance on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate LoanAdvance, such Loan Advance shall be automatically converted continued at the end of the applicable Interest Period as a LIBOR Rate Advance for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Advance shall be automatically converted to a Base Rate LoanAdvances at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower Borrowers may by notice to the Agent in the form of Exhibit I hereto elect from time to time to convert any of its the outstanding Revolving Credit Loans Advances to a Revolving Credit Loan Advances of another Type and such Revolving Credit Loans Advances shall thereafter bear interest as a Base Rate Loan Advance or a LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the Borrower Borrowers shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanAdvance unless Borrowers pay Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan Advance to a LIBOR Rate LoanAdvance, the Borrower Borrowers shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such LoanAdvance, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 1,000,000 or an integral multiple of $250,000.00 250,000 in excess thereof and, after giving effect to the making of such LoanAdvance, there shall be no more than five ten (510) LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan Advance in a principal amount of less than $1,000,000.00 1,000,000 or an integral multiple of $100,000 in excess thereof or a LIBOR Rate Loan Advance in a principal amount of less than $1,000,000.00 1,000,000 or an integral multiple of $250,000.00250,000 in excess thereof. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans Advances to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan Advance to a LIBOR Rate Loan Advance shall be irrevocable by the BorrowerBorrowers. (b) Any LIBOR Rate Loan Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower Borrowers with the terms of §§ 4.1; provided that no LIBOR Rate Loan Advance may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan Advance on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does Borrowers do not notify the Agent of its their election hereunder with respect to any LIBOR Rate LoanAdvance, such Loan Advance shall be automatically converted continued at the end of the applicable Interest Period as a LIBOR Rate Advance for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Advance shall be automatically converted to a Base Rate LoanAdvances at the end of the applicable Interest Period.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Loans or Term Loans to a Revolving Credit Loan or Term Loan, respectively, of another Type and such Revolving Credit Loans or Term Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Benchmark Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Benchmark Loan to a Base Rate Loan or, if applicable, any such conversion of a Benchmark Loan that is a Term Benchmark Loan to a RFR Loan, the Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least one (1) Business Day’s Day prior written notice to the requested date of such electionconversion, and such conversion shall only be made on (X) the last day of the Interest Period with respect to any such LIBOR Rate Benchmark Loan that is a Term Benchmark Loan, or (Y) the applicable Interest Payment Date with respect to any such Benchmark Loan that is a RFR Loan, and, in each case after giving effect to the making of such Loan, there shall be no more than eight (8) Benchmark Loans outstanding at any one time; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Benchmark Loan of any Type or, if applicable, any such conversion of a Benchmark Loan that is a RFR Loan to a Term Benchmark Loan (provided, that, such conversion shall only be made on the applicable Interest Payment Date with respect to such RFR Loan), the Borrower shall give the Agent a Conversion/Continuation Request with respect to such election at least three (3) LIBOR Business Days’ Days prior written notice to the requested date of such election and the Interest Period requested for such Loanconversion, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $250,000.00 1,000,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than five eight (5) LIBOR Rate 8) Benchmark Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Benchmark Loan when any Default or Event of Default has occurred and is continuing, and (iv) no Alternative Currency Loan shall be converted to a Base Rate Loan. All or any part of the outstanding Revolving Credit Loans or Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Benchmark Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $250,000.001,000,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its applicable Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Applicable Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Benchmark Loan or, if applicable, relating to the conversion of a Benchmark Loan that is a RFR Loan to a Term Benchmark Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Benchmark Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto (for a Term Benchmark Loan) or following the Interest Payment Date with respect thereto (for a RFR Loan) by compliance by the Borrower with the terms of §Section 4.1; provided that no LIBOR Rate Benchmark Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan (in the case of a Benchmark Loan denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of the applicable Alternative Currency) on (X) the last day of the Interest Period relating thereto for a Term Benchmark Loan ending during the continuance of any Default or Event of DefaultDefault or (Y) the date of any such Default or Event or Default for a RFR Loan. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Benchmark Loan, (X) any such Benchmark Loan that is a Term Benchmark Loan shall be automatically converted continued at the end of the applicable Interest Period as a Term Benchmark Loan with an Interest Period of one month or (Y) any such Benchmark Loan that is a RFR Loan shall be automatically continued following the Interest Payment Date with respect thereto as a RFR Loan, provided, in each case, that no circumstance exists which would preclude Borrower from obtaining such Benchmark Loan, or if Borrower would be precluded from obtaining such Benchmark Loan, it shall be converted to a Base Rate LoanLoan (in the case of a Benchmark Loan denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of the applicable Alternative Currency) at the end of the applicable Interest Period. Notwithstanding anything to the contrary contained herein, a Benchmark Loan denominated in an Alternative Currency may be continued or converted in accordance with this Section 4.1 in an amount equal to the same number of units of the relevant Currency for which such Benchmark Loan was initially made regardless of whether the principal amount of such Loan as of such date of continuation or conversion is less than $1,000,000.00.

Conversion Options. (a) The Borrower may elect from time to time to convert any of its outstanding Revolving Credit Term Loans from Base Rate Loans to a Revolving Credit Loan of another Type LIBOR Rate Loans or vice versa and such Revolving Credit Loans Term Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, Loan the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 500,000 or an integral multiple of $250,000.00 100,000 in excess thereof and, after giving effect to the making of or conversion of such Loan, Loan there shall be no more than five ten (510) Term LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Term Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Term Base Rate Loan in a an aggregate principal amount of less than $1,000,000.00 500,000 or a Term LIBOR Rate Loan in a an aggregate principal amount of less than $1,000,000.00 or 500,000 and that the aggregate principal amount of each Loan shall be in an integral multiple of $250,000.00100,000. On the date on which such conversion is being made, each Lender Bank shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Conversion Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower. (b) Any LIBOR Rate Term Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.14.1(a); provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate LoanLoan to it, such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period to a Base Rate LoanPeriod.

Conversion Options. (a) The Borrower may by notice to the Agent in the form of Exhibit G hereto elect from time to time to convert any of its the outstanding Revolving Credit Loans Advances to a Revolving Credit Loan Advances of another Type and such Revolving Credit Loans Advances shall thereafter bear interest as a Base Rate Loan Advance or a LIBOR Rate LoanAdvance, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan Advance to a Base Rate LoanAdvance, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate LoanAdvance unless Borrower pays Breakage Costs as required under this Agreement; (ii) with respect to any such conversion of a Base Rate Loan Advance to a LIBOR Rate LoanAdvance, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such LoanAdvance, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 1,000,000 or an integral multiple of $250,000.00 250,000 in excess thereof and, after giving effect to the making of such LoanAdvance, there shall be no more than five ten (510) LIBOR Rate Loans Advances outstanding at any one time; and (iii) no Loan Advance may be converted into a LIBOR Rate Loan Advance when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Revolving Credit Loans Advances of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan Advance in a principal amount of less than $1,000,000.00 1,000,000 or an integral multiple of $100,000 in excess thereof or a LIBOR Rate Loan Advance in a principal amount of less than $1,000,000.00 1,000,000 or an integral multiple of $250,000.00250,000 in excess thereof. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans Advances to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan Advance to a LIBOR Rate Loan Advance shall be irrevocable by the Borrower. (b) Any LIBOR Rate Loan Advance may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §§ 4.1; provided that no LIBOR Rate Loan Advance may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan Advance on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default. (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate LoanAdvance, such Loan Advance shall be automatically converted continued at the end of the applicable Interest Period as a LIBOR Rate Advance for an Interest Period of one month unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Advance shall be automatically converted to a Base Rate LoanAdvances at the end of the applicable Interest Period.