Optional Conversion. The [[Organization A:Organization]] may, on any Business Day, upon notice given to the Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of [Sections 2.09 and 2.12]2], Convert all or any portion of the outstanding Loans of one Type comprising part of the same Borrowing into Loans of the other Type; provided that # any Conversion of Base Rate Loans into Eurodollar Rate Loans shall be in an amount not less than the minimum amount specified in [Section 2.10(c) and (ii)])] in the case of any such Conversion of a Eurodollar Rate Loan into a Base Rate Loan on a day other than the last day of an Interest Period therefor, the [[Organization A:Organization]] shall reimburse the Lenders in respect thereof pursuant to [Section 8.04(c)]. Each such notice of a Conversion shall, within the restrictions specified above, specify # the date of such Conversion, # the Loans to be Converted, and # if such Conversion is into Eurodollar Rate Loans, the duration of the initial Interest Period for each Loans. Each notice of Conversion shall be irrevocable and binding on the [[Organization A:Organization]].

Optional Conversion. The [[Organization A:Organization]] may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of [Sections 2.09 and 2.13]3], Convert all or any portion of the outstanding Advances denominated in Dollars of one Type comprising part of the same Borrowing into Advances of the other Type; provided that # any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not less than the minimum amount specified in [Section 2.02(b) and (ii)])] in the case of any such Conversion of a Eurocurrency Rate Advance into a Base Rate Advance on a day other than the last day of an Interest Period therefor, the [[Organization A:Organization]] shall reimburse the Lenders in respect thereof pursuant to [Section 8.04(c)]. Each such notice of a Conversion shall, within the restrictions specified above, specify # the date of such Conversion, # the Advances to be Converted, and # if such Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the [[Organization A:Organization]].

The [[Organization A:Organization]] may, subject to Section 3.04 and Section 3.05, elect from time to time to Convert all or any portion of the Loan to a Loan of another Type; provided that # with respect to any such Conversion of all or any portion of any Eurodollar Rate Loan to a Base Rate Loan, the [[Organization A:Organization]] shall give the [[Organization B:Organization]] an Interest Rate Notice (or telephonic notice promptly confirmed in writing) no later than 11:00 am (New York time) at least one (1) Business Day prior to the date of such proposed Conversion; # in the event of any Conversion of all or any portion of a Eurodollar Rate Loan into a Base Rate Loan prior to the last day of the Interest Period relating to that Eurodollar Rate Loan, the [[Organization A:Organization]] shall indemnify the [[Organization B:Organization]] in respect of such Conversion in accordance with [Section 3.08]; # with respect to any such Conversion of all or any portion of a Base Rate Loan to a Eurodollar Rate Loan, the [[Organization A:Organization]] shall give the [[Organization B:Organization]] an Interest Rate Notice (or telephonic notice promptly confirmed in writing) no later than 11:00 am (New York time) at least three (3) Business Days prior to the date of such election; and # no Loan may be Converted into a Eurodollar Rate Loan when any Default has occurred and is continuing. On the date on which such Conversion is being made, [[Organization B:Organization]] may take such action, if any, as it deems desirable to transfer the Loan to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of Loans of any Type may be Converted as specified herein; provided that partial Conversions shall be in an aggregate principal amount of $10,000,000 or any larger integral multiple of $1,000,000. Each Interest Rate Notice relating to the Conversion of all or any portion of any Base Rate Loan to a Eurodollar Rate Loan shall be irrevocable by [[Organization A:Organization]].

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the ​’s irrevocable notice to the [[Administrative Agent:Organization]], which may be given by telephone. Each such notice must be received by the [[Administrative Agent:Organization]] not later than 10:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and # on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the ​ wishes to request Eurodollar Rate Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the [[Administrative Agent:Organization]] not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the [[Administrative Agent:Organization]] shall give prompt notice to the Appropriate ​ of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the [[Administrative Agent:Organization]] shall notify the ​ (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the ​. Each telephonic notice by the ​ pursuant to this [Section 2.02(a)] must be confirmed promptly by delivery to the [[Administrative Agent:Organization]] of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the ​. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal amount thereof then outstanding). Except as provided in [Sections 2.03(c) and 2.04(c)])], each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal amount thereof then outstanding). Each Loan Notice (whether telephonic or written) shall specify # whether the ​ is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Loans to be borrowed, converted or continued, # the Type of Loans to be borrowed or to which existing Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If the ​ fails to specify a Type of Loan in a Loan Notice or if the ​ fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the ​ requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

SECTION # Optional Conversion of Advances. The Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion in the case of a Conversion to Eurodollar Rate Advances and not later than 11:00 A.M. (New York City time) on the date of the proposed Conversion in the case of a Conversion to Base Rate Advances and subject to the provisions of [Sections 2.08, 2.12 and 8.04(c)])])], Convert all Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in [Section 2.02(b)] and no Conversion of any Advances shall result in more separate Borrowings than permitted under [Section 2.02(b)]. Each such notice of a Conversion shall, within the restrictions specified above, specify # the date of such Conversion, # the Advances to be Converted, and # if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower.

#​ may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Agent at least two Business Days’ prior irrevocable notice of such election (given before 10:00 A.M., New York City time, on the date on which such notice is required), provided that any such conversion of Eurodollar Loans shall, subject to the fourth following sentence, only be made on the last day of an Interest Period with respect thereto. ​ may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three Working Days’ prior irrevocable notice of such election (given before 11:30 A.M., New York City time, on the date on which such notice is required). Upon receipt of such notice, the Agent shall promptly notify each Bank thereof. Promptly following the date on which such conversion is being made each Bank shall take such action as is necessary to transfer its portion of such Revolving Credit Loans to its Domestic Lending Office or its Eurodollar Lending Office, as the case may be. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that, unless the Required ​ otherwise agree, # no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing, # partial conversions shall be in an aggregate principal amount of $5,000,000 or a whole multiple thereof, and # any such conversion may only be made if, after giving effect thereto, [subsection 2.7(c)] shall not have been contravened.

Section # Conversions and Continuations of Borrowings. (1) Subject to the limitations set forth in Section 2.03(b) and Section 2.03(d), the [[Organization A:Organization]] shall have the right at any time upon prior irrevocable notice to the [[Organization E:Organization]] not later than 11:00 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 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:

Optional. Each Borrower may on any Business Day, upon notice given to the [[Person A:Person]] not later than 12:00 noon (New York City time) on # the third (or the fourth, in the case of Eurocurrency Rate Loans denominated in an Alternate Currency) Business Day prior to the date of the proposed Conversion into, or continuation of, Eurocurrency Rate Loans and # the first Business Day prior to the date of the proposed Conversion into Base Rate Loans, and, in each case, subject to the provisions of [Section 3.05], # Convert all or any portion of the Revolving Loans of one Type denominated in Dollars comprising the same Revolving Loan Borrowing into Revolving Loans of the other Type denominated in Dollars or # continue any outstanding Revolving Loan without changing its Type; provided, however, that any Conversion of Eurocurrency Rate Loans denominated in Dollars into Base Rate Loans shall be made only on the last day of an Interest Period for such Eurocurrency Rate Loans and any Conversion of Base Rate Loans into Eurocurrency Rate Loans denominated in Dollars shall be in an amount not less than the minimum amount specified in [Section 3.01(b)]. Each such notice of Conversion or continuation shall, within the restrictions specified above, specify # the date of such Conversion or continuation, # the Revolving Loans to be Converted or continued and # if such Conversion is into Eurocurrency Rate Loans or in the case of a continuation of Eurocurrency Rate Loans, the duration of the Interest Period for such Revolving Loans. Each notice of Conversion or continuation shall be irrevocable and binding on the Borrowers.

Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by # telephone, or # a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan Notice must be received by the Administrative Agent not later than 1:00 p.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and # on the requested date of any Borrowing of Base Rate Loans; provided that the Loan Notice relating to the funding of the portion of the Term Loan on the Delayed Draw Funding Date must be received at least one (1) Business Day prior to the Delayed Draw Funding Date. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in [Sections 2.03(c) and 2.04(c)])], each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice shall specify # whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Loans to be borrowed, converted or continued, # the Type of Loans to be borrowed or to which existing Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. Notwithstanding the foregoing, all Borrowings made on the Closing Date shall be made as Base Rate Loans unless the Administrative Agent shall have received an appropriate funding indemnity letter executed by the Borrower and reasonably acceptable to the Administrative Agent at least three (3) Business Days prior to the Closing Date.