Installment Conversions. The first sentence of [Section 8.2] of the Note shall be deleted in its entirety and replaced with the following:

Mandatory Conversions. For each calendar quarter commencing on or after July 1, 2014 in which the Plan is in effect, 50% of the aggregate dollar amount of a Participant’s Director’s Fees payable for such quarter up to $62,500, and 100% of the aggregate dollar amount of a Participant’s Director’s Fees payable for such quarter in excess of $62,500 shall be converted into a Stock Unit Award pursuant to Section 4(c) hereof.

Conversions Generally. Each Borrower and the Lenders hereby acknowledge that Conversions and continuations pursuant to this [Section 2.14] do not constitute Borrowings and, accordingly, do not result in the remaking of any of the Company’s representations and warranties pursuant to [Section 4.02] or [Section 4.03].

Conversions and Continuations. Each Loan initially shall be of the Type and, in the case of Eurodollar Borrowing, shall have an initial Interest Period as specified in the applicable Notice of Borrowing. Thereafter, the Borrower may elect to Convert or Continue any Borrowing as provided in this paragraph. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among [[Organization B:Organization]] holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall, other than for purposes of Section 3.02, be considered a separate Borrowing. In order to elect to Convert or Continue Loans under this paragraph, the Borrower shall deliver a Notice of Conversion or Continuation to the Administrative Agent no later than # 11:00 a.m. (New York time) on the date (which shall be a Business Day) of the requested Conversion in the case of a Conversion of a Eurodollar Borrowing to a Base Rate Loan or # 11:00 a.m. (New York time) at least three (3) Business Days in advance of the date (which shall be a Business Day) of the requested Conversion or Continuation in the case of a Conversion into, or a Continuation of, a Eurodollar Borrowing. Each such Notice of Conversion or Continuation shall be by facsimile or telephone confirmed promptly in writing or by electronic communication (e-mail) receipt of which is confirmed by the Administrative Agent by facsimile or telephone, in any event, specifying # the requested Conversion or Continuation date (which shall be a Business Day), # the principal amount, Class and Type of the Borrowing to be Converted or Continued, # whether a Conversion or Continuation is requested, and if a Conversion, into what Type of a Borrowing, and # in the case of a Conversion to, or a Continuation of, a Eurodollar Borrowing, the requested Interest Period. Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall provide each Applicable Lender with a copy thereof and, in the case of a Conversion to or a Continuation of a Eurodollar Borrowing, notify each Applicable Lender of the interest rate under Section 2.07.

Continuations and Conversions. Except as otherwise provided herein, a Term SOFR Portion may be continued or converted only on the last day of an Interest Period for such Term SOFR Portion. During the existence of a Default, # no Loans may be requested as, converted to or continued as Term SOFR Portions without the consent of the Required Lenders and # unless repaid, each Term SOFR Portion shall be converted to a Base Rate Portion at the end of the Interest Period applicable thereto.

(i) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans, in each case denominated in Dollars, shall be made upon the applicable Borrower’s irrevocable notice to the applicable Administrative Agent, which may be given by telephone. Each such notice must be received by the applicable Administrative Agent not later than 11:00 a.m. (i) three 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 denominated in Dollars and # on the requested date of any Borrowing of Base Rate Loans denominated in Dollars. Each telephonic notice by a Borrower pursuant to this [Section 2.02(a)(i)] must be confirmed promptly by delivery to the applicable Administrative Agent of a written Loan Notice, appropriately completed and signed by a Borrowing Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate 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 Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof.

Borrowings, Conversions and Continuations of Loans. Each Revolving Credit Borrowing, each conversion of Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar RateSOFR Loans shall be made upon the Partnership’s irrevocable notice to the Administrative Agent, which may be given by # telephone, or # a Revolving Credit Loan Notice; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Revolving Credit Loan Notice. Each such notice must be received by the Administrative Agent not later than noon # three Business Days prior to the requested date of any(i) in the case of a Revolving Credit Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and # ABR Loans, not later than 12:00 p.m. on the Business Day prior to the requested date of anythe proposed Revolving Credit Borrowing of Base Rate Loans; provided, however, that if the Partnership wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent, or # in the case of any other Revolving Credit Borrowing, not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., threethree # Government Securities Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Partnership (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lendersthe proposed Revolving Credit Borrowing. Each Revolving Credit Borrowing of, conversion to or continuation of Eurodollar RateSOFR Loans shall be in a principal amount of $1,000,000 or a whole 885707.04-LACSR02A - MSW

2.02Borrowings, Conversions and Continuations of Revolving Loans 42

69 SECTION 2.02 Borrowings, Conversions and Continuations of Loans.

Section #02Revolving Borrowings; Conversions and Continuations of Revolving Loans.