Common use of Administrative Agent’s and Banks’ Rights Clause in Contracts

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, thereof, and in the case of an event specified in subsection 4.5.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the Borrowers, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s or such Bank’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 and TGI, on behalf of the Borrowers, has previously notified the Administrative Agent of their selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.5, the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 5.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, thereof, and in the case of an event specified in subsection 4.5.2 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the Borrowers, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s or such Bank’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 3.4.1 of this Section 4.5 3.4 and TGI, on behalf of the Borrowers, has previously notified the Administrative Agent of their selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 3.4.2 of this Section 4.53.4, the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 5.5.24.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.44.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, thereof, and in the case of an event specified in subsection 4.5.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the Borrowers, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 and TGI, on behalf of the Borrowers, has previously notified the Administrative Agent of their selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.5, the Borrowers shall, subject to the Borrowers’ ' indemnification Obligations under Section 5.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 Section 4.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 Section 4.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s or such Bank’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 4.4.1 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.54.4.2, the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification Obligations under Section 5.5.25.6.2 [Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.45.4 [Voluntary Prepayments]. Absent due notice from TGI, on behalf of the Borrowers, Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 3.4.1 of this Section 4.5 3.4 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 3.4.2 of this Section 4.53.4, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 5.5.24.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.44.4. Absent due notice from TGI, on behalf of the Borrowers, Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, thereof, and in the case of an event specified in subsection 4.5.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the Borrowers, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s or such Bank’s, as the case may be, determination that the circumstances NAI-0000000000v6 giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 and TGI, on behalf of the Borrowers, has previously notified the Administrative Agent of their selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.5, the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 5.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 Section 4.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Administrative Borrower thereof, and in the case of an event specified in subsection 4.5.2 Section 4.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersAdministrative Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersAdministrative Borrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, CREDIT AGREEMENT determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 4.4.1 and TGI, on behalf of the Borrowers, has Borrowers have previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.54.4.2, the Borrowers shall, subject to the Borrowers’ each Loan Party's indemnification Obligations under Section 5.5.25.5.2 [Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.45.4 [Prepayments of Loans]. Absent due notice from TGI, on behalf of the Borrowers, Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 aboveSection 3.4.1, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event a determination specified in subsection 4.5.2 aboveSection 3.4.2, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), ) the obligation of (A) the Banks, in the case of such notice given by the Administrative AgentAgent in respect of Section 3.4.1, or (B) such Bank, in the case of such notice given by such BankBank in respect of Section 3.4.2, to allow the Borrowers Borrower to select, convert to or renew a Revolving Credit Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 3.4.1 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Revolving Credit Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Revolving Credit Base Rate Option otherwise available with respect to such the affected Revolving Credit Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.53.4.2, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 5.5.24.6.2, as to any Revolving Credit Loan of the such Bank to which a Revolving Credit Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Revolving Credit Loan to the Revolving Credit Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.4Revolving Credit Loan. Absent due notice from TGI, on behalf the Borrower of the Borrowers, of conversion or prepaymentconversion, such Revolving Credit Loan shall automatically be converted to the Revolving Credit Base Rate Option otherwise available with respect to such Revolving Credit Loan upon such specified date. Upon any such conversion, the Borrower shall have the right to prepay Revolving Credit Loans in the amount of such Revolving Credit Loan on the date of such conversion without providing the notice otherwise required by Section 4.4.1.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 Section 0 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 Section 0 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 0 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.50, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 5.5.20 [Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.40 [Voluntary Prepayments]. Absent due notice from TGI, on behalf of the Borrowers, Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s or such Bank’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 3.4.1 of this Section 4.5 3.4 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 3.4.2 of this Section 4.53.4, the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification Obligations under Section 5.5.24.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.44.4. Absent due notice from TGI, on behalf of the Borrowers, Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.”

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 3.4.1 of this Section 4.5 3.4 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 3.4.2 of this Section 4.53.4, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 5.5.24.5.2, as to any Loan of the Bank to which a Euro-Euro- Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.44.4. Absent due notice from TGI, on behalf of the Borrowers, Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, thereof, and in the case of an event specified in subsection 4.5.2 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the Borrowers. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the Borrowers, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 3.4.1 of this Section 4.5 3.4 and TGI, on behalf of the Borrowers, has previously notified the Administrative Agent of their selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 3.4.2 of this Section 4.53.4, the Borrowers shall, subject to the Borrowers’ ' indemnification Obligations under Section 5.5.24.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.44.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrowing Agent thereof, and in the case of an event specified in subsection 4.5.2 Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrowing Agent. Upon such date as shall be specified in such notice 219962390 (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers to select, convert to or renew a Euro-LIBOR Rate Option or select an Optional Currency (Currency, as applicable) , shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrowing Agent, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 4.4.1 [Unascertainable] and TGI, on behalf of the Borrowers, has Borrowers have previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.54.4.2 [Illegality; Increased Costs; Deposits Not Available], the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 5.5.25.10 [Indemnity], as to any Loan of the Bank to which a Euro-LIBOR Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.45.6 [Voluntary Prepayments]. Absent due notice from TGI, on behalf of the Borrowers, Borrowers of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 Section 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 Section 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 3.4.1 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.53.4.2, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 5.5.24.5.2 [Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.4.4 [

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 Section 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 Section 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 3.4.1 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for the termination of Borrower's Bid Loan Request (without penalty) for such Loans if the Borrower has requested Bid Loans under the Bid Loan Euro-Rate Option and such notification shall be deemed to provide for the selection of, conversion to or renewal of the Revolving Credit Base Rate Option otherwise available with respect to such LoansLoans if the Borrower has requested the Committed Loan Euro-Rate Option. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.53.4.2, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 5.5.24.5.2 [Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Revolving Credit Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.4.4 [

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 Section 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 Section 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 3.4.1 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for the selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Term Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.53.4.2, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 5.5.2, 4.5.2 [Indemnity] as to any Term Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Term Loan to the Base Rate Option otherwise available with respect to such Term Loan or select a different Optional Currency or Dollars, or (ii) prepay such Term Loan in accordance with Section 5.44.4 [Prepayments]. Absent due notice from TGI, on behalf of the Borrowers, Borrower of conversion or prepayment, such Term Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Term Loan upon such specified date.

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 Section 4.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 Section 4.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a CD Rate Option or a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 4.4.1 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a CD Rate Option or a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for the termination of Borrower's Bid Loan request (without penalty) for such Loans if the Borrower has requested Bid Loans under the Bid Loan Euro-Rate Option and for the selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such LoansLoans if the Borrower has requested the Committed Loan Euro-Rate Option. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.5, the Borrowers shall, subject to the Borrowers’ indemnification Obligations under Section 5.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.-55-

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 Section 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 Section 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s 's or such Bank’s's, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 of this Section 4.5 3.4.1 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for the selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such LoansLoans if the Borrower has requested the Euro-Rate Option. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 of this Section 4.53.4.2, the Borrowers Borrower shall, subject to the Borrowers’ Borrower's indemnification Obligations under Section 5.5.24.5.2 [Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or and select a different Optional Currency or Dollars, or (ii) (except in the case of events described in clauses (ii) and (iii) of Section 3.4.2) prepay such Loan or in accordance with Section 5.4. Absent due notice from TGI, on behalf of the Borrowers, of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.4.4 [

Administrative Agent’s and Banks’ Rights. In the case of any event specified in subsection 4.5.1 3.4.1 above, the Administrative Agent shall promptly so notify the Banks and TGI, on behalf of the Borrowers, Borrower thereof, and in the case of an event specified in subsection 4.5.2 3.4.2 above, such Bank shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Banks and TGI on behalf of the BorrowersBorrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Banks, in the case of such notice given by the Administrative Agent, or (B) such Bank, in the case of such notice given by such Bank, to allow the Borrowers Borrower to select, convert to or renew a Euro-Rate Option or select an Optional Currency (as applicable) shall be suspended until the Administrative Agent shall have later notified TGI, on behalf of the BorrowersBorrower, or such Bank shall have later notified the Administrative Agent, of the Administrative Agent’s or such Bank’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under subsection 4.5.1 3.4.1 of this Section 4.5 3.4 and TGI, on behalf of the Borrowers, Borrower has previously notified the Administrative Agent of their its selection of, conversion to or renewal of a Euro-Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Bank notifies the Administrative Agent of a determination under subsection 4.5.2 3.4.2 of this Section 4.53.4, the Borrowers Borrower shall, subject to the Borrowers’ Borrower’s indemnification Obligations under Section 5.5.24.5.2, as to any Loan of the Bank to which a Euro-Rate Option applies, on the date specified in such notice either (i) as applicable, convert such Loan to the Base Rate Option otherwise available with respect to such Loan or select a different Optional Currency or Dollars, or (ii) prepay such Loan in accordance with Section 5.44.4. Absent due notice from TGI, on behalf of the Borrowers, Borrower of conversion or prepayment, such Loan shall automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.