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Conversions
Conversions contract clause examples

(i) During the Availability Period, the [[Borrower:Organization]] shall deliver to the [[Administrative Agent:Organization]] a Loan Notice stating the Type of Delayed Draw Term Loans to be advanced pursuant to Section 2.01. Each advance of Loans, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Rate Loans shall be made upon irrevocable notice from the [[Borrower:Organization]] (on its own behalf or on behalf of the applicable Co-[[Borrower:Organization]]) to the [[Administrative Agent:Organization]], 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:Organization]] of a Loan Notice. Each such Loan Notice must be received by the [[Administrative Agent:Organization]] # on the date of the request for any advance or conversion of Daily SOFR Rate Loans or Base Rate Loans, provided, that, for a request of Daily SOFR Rate Loans or Base Rate Loans, such Loan Notice must be received by the [[Administrative Agent:Organization]] not later than 11:00 a.m., otherwise, such Loan Notice shall be deemed to be a request for a Daily SOFR Rate Loan or Base Rate Loan on the next Business Day, and # not later than 11:00 a.m. two (2) Business Days prior to the requested date of any advance of, conversion to or continuation of Term SOFR Rate Loans or conversion of Term SOFR Rate Loans to Daily SOFR Rate Loans or Base Rate Loans. Each advance of, conversion to or continuation of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each advance 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 (whether telephonic or written) shall specify # whether such Loans are Delayed Draw Term Loans or Incremental Term Loans (if applicable), # whether the [[Borrower:Organization]] or a Co-[[Borrower:Organization]] is requesting an advance of Loans, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Rate Loans, # the requested date of the applicable advance, 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:Organization]] fails to specify a Type of Loan or Term SOFR in a Loan Notice or if the [[Borrower:Organization]] fails to give a timely notice requesting a conversion or continuation of Term SOFR Rate Loans, then the applicable Loans shall be made as, or converted to, Daily SOFR Rate Loans. Any such automatic conversion to Daily SOFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Loans. If the [[Borrower:Organization]] requests a Term SOFR Rate Loan, or a conversion to or continuation of Term SOFR 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.

Each Borrowing, each conversion of Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans from one Type to the other, and each continuation of Loans shall be made upon the Borrowers’ irrevocable notice to the Administrative Agent (which notice shall be delivered by the Principal Borrower), which may be given by # telephone or # a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. Central time # on the date of the request for any Borrowing of Daily SOFR Rate Loans and # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Rate Loans or conversion of Term SOFR Rate Loans to Daily SOFR Rate Loans. Each Borrowing of, conversion to or continuation of Loans shall be in the principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Unless otherwise specified herein, each Borrowing of or conversion from Term SOFR Rate Loans may not be made other than at the end of the corresponding Interest Period. Each Loan Notice shall specify # whether the Borrowers are requesting a Revolving Credit Borrowing, a Term A-1 Borrowing, a Term A-2 Borrowing, a conversion of Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans from one Type to the other, or a continuation of either Term SOFR Rate Loans or Daily SOFR 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 Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If the Borrowers fail to specify a Type of Loan or Term SOFR in a Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation of Term SOFR Rate Loans, then the applicable Loans shall be made as, or converted to, a Daily SOFR Rate Loans. Any such automatic conversion to Daily SOFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Loans. If the Borrowers request a Term SOFR Rate Loan, or a conversion to or continuation of Term SOFR Rate Loans in any such Loan Notice, but fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Each Borrowing, each conversion of Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans from one Type to the other, and each continuation of Loans shall be made upon the Borrowers’ irrevocable notice to the Administrative Agent (which notice shall be delivered by the Principal Borrower), which may be given by # telephone or # a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. Central time # on the date of the request for any Borrowing of Daily SOFR Rate Loans and # three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Rate Loans or conversion of Term SOFR Rate Loans to Daily SOFR Rate Loans. Each Borrowing of, conversion to or continuation of Loans shall be in the principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Unless otherwise specified herein, each Borrowing of or conversion from Term SOFR Rate Loans may not be made other than at the end of the corresponding Interest Period. Each Loan Notice shall specify # whether the Borrowers are requesting a Revolving Credit Borrowing, a Term A-1 Borrowing, a Term A-2 Borrowing, a conversion of Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans from one Type to the other, or a continuation of either Term SOFR Rate Loans or Daily SOFR 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 Revolving Credit Loans, Term A-1 Loans or Term A-2 Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If the Borrowers fail to specify a Type of Loan or Term SOFR in a Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation of Term SOFR Rate Loans, then the applicable Loans shall be made as, or converted to, a Daily SOFR Rate Loans. Any such automatic conversion to Daily SOFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Loans. If the Borrowers request a Term SOFR Rate Loan, or a conversion to or continuation of Term SOFR Rate Loans in any such Loan Notice, but fail to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar RateTerm SOFR 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 telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) threetwo Business Days prior to the requested date of any Borrowing of, conversion to, or continuation of, Eurodollar RateTerm SOFR Loans or of any conversion of Eurodollar RateTerm SOFR Loans to Base Rate Loans, and # on the requested date of any Borrowing of Base Rate Loans. Except for Borrowings to be made on the Closing Date, each Borrowing of, conversion to, or continuation of, Eurodollar RateTerm SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in [Section 2.03(c) and 2.04(c)2.04(c)(i)])], 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 # the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar RateTerm SOFR 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, as applicable # the Type of Loans to be borrowed or to which existing Loans are to be converted or continued, 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, Eurodollar RateTerm SOFR Loans with an Interest Period of one month. Any such automatic conversion to Eurodollar RateTerm SOFR Loans with an Interest Period of one month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar RateTerm SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of, Eurodollar RateTerm SOFR Loans in any such Loan Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be made as or converted to a Eurodollar RateTerm SOFR Loan.

to the Administrative Agent, which may be given by # telephone or # a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two (2) Business Days prior to the requested date of any Committed Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Daily SOFR Loans or Base Rate Committed Loans, and # on the requested date of any Committed Borrowing of Daily SOFR Loans or Base Rate Committed Loans. Each Committed Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a minimum principal amount of $2,500,000; provided that all Committed Borrowings of, conversions to and continuations of Term SOFR Loans requested to occur on the same Business Day shall be aggregated for purposes of determining whether such minimum principal amount requirement is satisfied. Except as provided in [Section 2.03(c)], each Committed Borrowing of or conversion to Base Rate Committed Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided that all Committed Borrowings of and conversions to Base Rate Committed Loans or Daily SOFR Loans, as applicable, requested to occur on the same Business Day shall be aggregated for purposes of determining whether such minimum principal amount requirement is satisfied with respect to the applicable Type of Committed Loan. Each Committed Loan Notice (whether telephonic or written) shall specify # whether the Borrower is requesting a Revolving Credit Borrowing, an Incremental Term Loan Borrowing, conversion of Revolving Credit Loans or Incremental Term Loans from one Type to another, or a continuation of Term SOFR Loans, # the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Committed Loans to be borrowed, converted or continued, # the Type of Committed Loans to be borrowed or to which existing Committed 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 Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed 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 Term SOFR Loans. If the Borrower requests a Committed Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(1) Except as set forth below in clause (2) below with respect to Revolving Credit Loans that are EURIBO Rate Loans, RFR Loans and New Term Loans, in each case denominated in a currency other than Dollars, each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon any Borrower’s irrevocable notice to the Administrative Agent; provided that such notice may state that such notice is conditioned upon the receipt of proceeds of any refinancing facilities, the effectiveness of other credit facilities or the consummation of an acquisition or sale, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied. Each such notice must be received by the Administrative Agent not later than # 12:00 p.m. on the second Business Day prior to the date of the proposed Loans in the case of Term SOFR Loans or # 11:00 a.m. on the same Business Day of the proposed Loans in the case of Base Rate Loans. The applicable Borrower shall deliver such notice to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in [Section 2.03(c)], each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice shall specify # whether such Borrower is requesting a Borrowing of Term Loans, a Revolving Credit Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR 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 and location of the account to which funds are to be disbursed, # the Type of Loans to be borrowed or to which existing Tranche are to be converted, # if such Borrowing is a Revolving Credit Borrowing, whether such Borrowing is in Dollars, Yen, Pounds Sterling or Euro and # if applicable, the duration of the Interest Period with respect thereto. If such Borrower fails to specify a Type of Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then Loans (other than Loans denominated in an Alternative Currency) 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 Term SOFR Loans. If such Borrower fails to specify an Interest Period with respect to a Term SOFR Loan, it will be deemed to have specified an Interest Period of one month.

m. on the requested Borrowing date. Each notice by a Borrower Party pursuant to this [Section 2.02(a)] must be by delivery to Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower Party (and each Loan Notice submitted by a Qualified Borrower must be countersigned by a Responsible Officer of Borrower)or Daily SOFR Loans or of any conversion of Daily SOFR Loans or Term SOFR Loans to Base Rate Loans. Each Loan Notice shall specify: # whether the Borrower Party is requesting a Borrowing, a conversion of a Eurocurrency RateDaily SOFR Loan, Term SOFR Loan or Base Rate Loan to another Type of Syndicated Loan, or a continuation of Eurocurrency RateTerm SOFR Loans; # the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day, the “Loan Date”); # the principal amount of Syndicated Loans to be borrowed, converted or continued; # if any portion of such Borrowing is not to be funded by a Conduit Lender through the issuance of Commercial Paper, whether such portion of such Borrowing is to be funded instead as a Base Rate Loan, Daily SOFR Loan or a Eurocurrency RateTerm SOFR Loan (it being understood that if any Conduit Lender elects to fund any portion of a Loan through its Liquidity Provider, such Conduit Lender’s Funding Agent shall determine whether such portion shall bear interest based on the EurocurrencyDaily Simple SOFR, Adjusted Term SOFR Rate or the Base Rate for the period prior to the time such portion of such Loan is funded through the issuance of Commercial Paper); # the Type of Syndicated Loans to which any existing Eurocurrency RateDaily SOFR Loans, Term SOFR Loans or Base Rate Loans are to be converted; and # with respect to a Eurocurrency Rate Loan, the duration of the Interest Period with respect thereto; # to which account the proceeds of such Borrowing, conversion or continuation should be directed; and # the currency of the Loans to be borrowed. If a Borrower Party fails to specify a currency in a Loan Notice requesting a Borrowing, then the Syndicated Loans so requested shall be made in Dollars. If a Borrower Party fails to specify a Type of Syndicated Loan in a Loan Notice or if. If a Borrower Party fails to give a timely notice requesting a conversion or continuation with respect to a Eurocurrency Rateof a Term SOFR Loan, then the applicable Syndicated LoansLoan shall be made as, or converted to, a Eurocurrency Rate Loan with an Interest Period of one (1) week; provided, however, that in the case of a failure to timely request a continuation of Syndicated Loans denominated in an Alternative Currency, such Syndicated Loans shall be continued as Eurocurrency Rate Loans in their original currencycontinued as a Term SOFR Loan with an Interest Period of one (1) week.

Each Revolving Credit Borrowing, each conversion of Revolving Credit Loans from one Type to the other, and each continuation of Term SOFR Rate Loans shall be made upon irrevocable notice from the [[Consolidated Parties:Organization]] (on its own behalf or on behalf of the applicable Co-[[Consolidated Parties:Organization]]) to the Administrative Agent, which may be given by # telephone, or # a Revolving Credit Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Revolving Credit Loan Notice. Each such Revolving Credit Loan Notice must be received by the Administrative Agent # on the date of the request for any Revolving Credit Borrowing or conversion of Daily SOFR Rate Loans or Base Rate Loans, provided, that, for a request of Daily SOFR Rate Loans or Base Rate Loans, such Revolving Credit Loan Notice must be received by the Administrative Agent not later than 11:00 a.m., otherwise, such Revolving Credit Loan Notice shall be deemed to be a request for a Daily SOFR Rate Loan or Base Rate Loan on the next Business Day, and # not later than 11:00 a.m. two (2) Business Days prior to the requested date of any Revolving Credit Borrowing of, conversion to or continuation of Term SOFR Rate Loans or conversion of Term SOFR Rate Loans to Daily SOFR Rate Loans or Base Rate Loans. Each Revolving Credit Borrowing of, conversion to or continuation of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Revolving Credit 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 Revolving Credit Loan Notice (whether telephonic or written) shall specify # whether the [[Consolidated Parties:Organization]] or a Co-[[Consolidated Parties:Organization]] is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Loans from one Type to the other, or a continuation of Term SOFR Rate Loans, # the requested date of the applicable Revolving Credit Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), # the principal amount of Revolving Credit Loans to be borrowed, converted or continued, # the Type of Revolving Credit Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and # if applicable, the duration of the Interest Period with respect thereto. If the [[Consolidated Parties:Organization]] fails to specify a Type of Revolving Credit Loan or Term SOFR in a Revolving Credit Loan Notice or if the [[Consolidated Parties:Organization]] fails to give a timely notice requesting a conversion or continuation of Term SOFR Rate Loans, then the applicable Revolving Credit Loans shall be made as, or converted to, Daily SOFR Rate Loans. Any such automatic conversion to Daily SOFR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Revolving Credit Loans. If the [[Consolidated Parties:Organization]] requests a Term SOFR Rate Loan, or a conversion to or continuation of Term SOFR Rate Loans in any such Revolving Credit Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal 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 thereof then outstanding). Each Loan Notice and each telephonic notice shall specify # the applicable Facility and whether the [[Borrower:Organization]] 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 [[Borrower:Organization]] fails to specify a Type of Loan in a Loan Notice or if the [[Borrower:Organization]] 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 SOFR Loans. If the [[Borrower:Organization]] requests a Borrowing of, conversion to, or continuation of SOFR 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 SOFR Loan.

If the Borrower fails to specify a type of Loan in a Notice of Borrowing or Notice of Interest Rate Election 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 Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any such Notice of Borrowing or Notice of Interest Rate Election, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

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