Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that if any such conversion of Eurodollar Loans is made on a day which is not the last day of an Interest Period with respect thereto the Borrower shall pay to the Administrative Agent on the date of such conversion accrued interest to the date of such conversion on the principal amount converted together with any amounts payable pursuant to subsection 2.16. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any if a Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate and (ii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must , and no Term Loan may be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to converted into a Eurodollar Loan in any Borrowing Request, but fails after the date that is one month prior to specify an Interest Period, it will be deemed to have specified an Interest Period the final maturity of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans.

Conversion and Continuation Options. (a) The Borrower Subject to its obligations pursuant to Subsection 4.12(c), the applicable Borrowers may elect from time to time to convert outstanding Revolving Credit Loans from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by Representative giving the Administrative Agent at least irrevocable notice of such election prior to 2:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower Representative may elect from time to time to convert Base Rate outstanding Revolving Credit Loans made to the Borrower from ABR Loans to Eurodollar Loans by the Borrower Representative giving the Administrative Agent irrevocable notice of such election prior to 2:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Termination Date.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by Representative giving the Administrative Agent at least irrevocable notice of such election prior to 2:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower Representative may elect from time to time to convert Base Rate outstanding Term Loans made of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower to Eurodollar Loans by Representative giving the Administrative Agent irrevocable notice of such election prior to 2:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower may elect from time to time to convert Base Rate outstanding Loans made of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to Holdings that no such conversions may be made, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date and (iii) no Loan denominated in Euro may be converted to ABR Loans.

Conversion and Continuation Options. (a) The Borrower Borrowers’ Agent may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the amount and the date such Conversion is to be made; provided that any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers’ Agent may elect from time to time to convert Convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion outstanding Eurodollar Loans or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneConverted as provided herein; provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have reasonably determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate and (ii) no Base Rate Loan may be Converted into a Eurodollar Loan after the date that is one (1) month prior to the Revolving Credit Commitment Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice substantially in the form of Exhibit M of such election no later than 12:00 Noon, New York City time, on the second Business Day preceding the proposed conversion date; provided that (which i) a borrowing of a Class of Loans may not be converted into a borrowing of a different Class of Loans, (ii) a borrowing denominated in one Currency may not be converted to a borrowing of a different Currency, (iii) no Eurocurrency Loan denominated in an Agreed Foreign Currency may be telephonicconverted to a borrowing of a different Type and (iv) if any Eurocurrency Loan is so converted on any day other than the last day of such electionthe Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); providedprovided that (i) a borrowing of a Class of Loans may not be converted into a borrowing of a different Class of Loans, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months (ii) a borrowing denominated in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent one Currency may not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar borrowing of a different Currency and (iii) no ABR Loan (i) under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower may elect from time to time to convert Base Rate outstanding Loans made of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein; provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (of such election, which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice; provided further that any such electionconversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (of such election which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice (provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of such election a Committed Loan Notice) no later than 2:00 p.m., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. No conversion or continuation of the Lenders thereof2016 Incremental Term Loans into 2016 Replacement Term Loans pursuant to the 2016 Incremental Term Loan Conversion shall constitute a voluntary or mandatory payment, prepayment or commitment reduction for purposes of the Agreement.

Conversion and Continuation Options. (a) The Borrower Borrowers’ Agent may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the amount and the date such Conversion is to be made; provided that any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers’ Agent may elect from time to time to convert Convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion outstanding Eurodollar Loans or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneConverted as provided herein; provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have reasonably determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate and (ii) no Base Rate Loan may be Converted into a Eurodollar Loan after the date that is one (1) month prior to the Revolving Credit Facility Commitment Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower may elect from time to time to convert Base Rate outstanding Loans made to the Borrower of a given Tranche from ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans denominated in Dollars or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date.

Conversion and Continuation Options. (a) The Borrower applicable Borrowers may elect from time to time to convert outstanding Revolving Credit Loans from (i) Eurodollar Loans made to the Borrower ABR Loans or (ii) BA Equivalent Loans to Base Canadian Prime Rate Loans by the Borrower Representative giving the Administrative Agent at least irrevocable notice of such election prior to 9:00 A.M., New York City time two Business Days’ Days prior irrevocable notice (which may be telephonic) of to such election, provided that any such conversion of Eurodollar Loans or BA Equivalent Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers may elect from time to time to convert Base Rate outstanding Revolving Credit Loans made to the Borrower (x) from ABR Loans to Eurodollar Loans or (y) from Canadian Prime Rate Loans to BA Equivalent Loans, by the Borrower Representative giving the Administrative Agent irrevocable notice of such election prior to 11:00 A.M., New York City time at least three Business Days’ prior irrevocable to such election. Any such notice (which may be telephonic) of such election (which notice conversion to Eurodollar Loans or BA Equivalent Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan or BA Equivalent Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan or BA Equivalent Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The applicable Borrower may elect from time to time to convert Eurodollar Convert Eurocurrency Loans made to the Borrower denominated in United States Dollars to Base Rate Loans or Convert Eurocurrency Loans denominated in Canadian Dollars to Prime Rate Loans by giving the Administrative Agent (in the case of Loans denominated in United States Dollars) or the Canadian Agent (in the case of Loans denominated in Canadian Dollars) at least two (2) Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the Facility of the Loans to be Converted and the amount and the date such Conversion is to be made; provided that any such Conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert Convert Base Rate Loans made or Prime Rate Loans to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior (in the case of Loans denominated in United States Dollars) or the Canadian Agent (in the case of Loans denominated in Canadian Dollars) irrevocable notice (which may be telephonic) of such election (which in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion to Eurocurrency Loans shall specify the Facility of the Loans to be Converted, the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor); provided. Upon receipt of any such notice the applicable Agent shall promptly notify each Relevant Facility Lender thereof. All or any part of outstanding Eurocurrency Loans, however, that if the Borrower wishes to request Eurodollar Base Rate Loans having an Interest Period of nine or twelve months in duration Prime Rate Loans may be Converted as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower herein; provided that (which notice may be by telephonei) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan or Prime Rate Loan may be converted to Converted into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Canadian Agent, as applicable, has or the Required Lenders have reasonably determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate and (ii) no Base Rate Loan or Prime Rate Loan may be Converted into a Eurocurrency Loan after the date that is one (1) month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Section 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ Days prior irrevocable notice (which may be telephonic) of to such election. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans made of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ Day prior irrevocable to such election. Any such notice (which may be telephonic) of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Initial Term Loan Maturity Date (in the case of Initial Term Loans) or the Tranche B Term Loan Maturity Date (in the case of Tranche B Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made Eurocurrency Borrowings denominated in Dollars to the Borrower to Base Rate Loans ABR Borrowings by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election; provided that, any such conversion of such Eurocurrency Borrowings may only be made on the last day of an Interest Period with respect thereto (or on any other day if the conversion referred to herein is accompanied by all amounts payable by the Borrower pursuant to Section 2.16). The Borrower may elect from time to time to convert Base Rate Revolving Credit Borrowings that are comprised of ABR Loans made to the Borrower to Eurodollar Loans Eurocurrency Borrowings denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length election. Notices of the initial Interest Period therefor); provided, however, that if the Borrower wishes conversion pursuant to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice this Section 2.6(a) must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four 2:30 p.m. three Business Days prior to the requested effective date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may must be by telephonea Business Day) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan and shall specify (i) when any Event the amount of Default has occurred the Revolving Credit Borrowing to be converted, and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to if the Revolving Credit Termination DateBorrowing is to be converted into Eurocurrency Loans, the initial Interest Period to be applicable thereto. Each telephonic Any such notice given by means other than written notice shall be promptly confirmed in writing by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurocurrency Borrowings and ABR Borrowings may be converted as provided herein; provided that (i) no Borrowings may be converted into Eurocurrency Borrowings when any Event of Default has occurred and is continuing, and the Administrative Agent has, or the Required Lenders thereofhave, determined that such a conversion is not appropriate, (ii) no Borrowings may be converted into Eurocurrency Borrowings after the date that is seven days prior to the Termination Date, and (iii) no Swing Line Loan may be converted into Eurocurrency Loans.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 11:00 A.M., New York City time, at least two Business Days’ prior irrevocable notice (which thereto, provided that any such conversion of Eurodollar Loans may only be telephonic) made on the last day of such electionan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under any Facility may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders in respect of the applicable Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Dateconversions. Each telephonic notice by the Borrower pursuant to this Section 2.9 2.7(a) must specify whether the Borrower is requesting a conversion of Term Loans or Revolving Loans from one Type to another, and must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan Loans in any Borrowing Requestsuch Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof and the Lenders thereofamount of its Percentage of such conversion of Revolving Loans and/or Term Loans, as applicable. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Loan.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Daily Simple SOFR Loans made to the Borrower to Base Rate Term SOFR Loans or ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, (i) with respect to conversions to Term SOFR Loans, on the third (3rd) U.S. Government Securities Business Day preceding the proposed conversion date (such conversion date, the “Daily Simple SOFR Conversion Date”) (which notice shall specify the length of the initial Interest Period therefor) and (ii) with respect to conversions to ABR Loans, on the proposed Daily Simple SOFR Conversion Date, provided that any such conversion of Daily Simple SOFR Loans may only be made on the last day of an Interest Period with respect thereto, provided that no Daily Simple SOFR Loan may be telephonic) converted into a Term SOFR Loan or ABR Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such electionconversions. The Borrower may elect from time to time to convert Base Rate Term SOFR Loans made to the Borrower to Eurodollar Daily Simple SOFR Loans or ABR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 11:00 A.M., New York City time, (i) with respect to conversions to Daily Simple SOFR Loans, on the third (3rd) U.S. Government Securities Business Day preceding the proposed conversion date (such conversion date, the “Term SOFR Conversion Date”) and (ii) with respect to conversions to ABR Loans, on the proposed Term SOFR Conversion Date, provided that any such conversion of Term SOFR Loans may only be made on the last day of an Interest Period with respect thereto, provided that no Term SOFR Loan may be converted into a Daily Simple SOFR Loan or ABR Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversions. The Borrower may elect from time to time to convert ABR Loans to Daily Simple SOFR Loans or Term SOFR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, (i) with respect to conversions to Daily Simple SOFR Loans, on the third (3rd) Business Day preceding the proposed conversion date (such conversion date, the “ABR Conversion Date”) and (ii) with respect to conversions to Term SOFR Loans, on the third (3rd) U.S. Government Securities Business Day preceding the proposed ABR Conversion Date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Daily Simple SOFR Loan (i) or Term SOFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Revolving Credit Loans made to the Borrower to Base Rate Loans ABR Loans, by giving the Administrative Agent at least two three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto (or on any other day if on the date of such conversion the Company pays to the Administrative Agent for the account of the Lenders accrued interest on such Eurodollar Loans to the date of such conversion together with all amounts payable pursuant to Section 2.17). The Borrower Company may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Revolving Credit Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion outstanding Eurodollar Revolving Credit Loans or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein; provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Revolving Credit Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.10 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the amount and the date such Conversion is to be made; provided that any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion outstanding Eurodollar Loans or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneConverted as provided herein; provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have reasonably determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate and (ii) no Base Rate Loan may be Converted into a Eurodollar Loan after the date that is one (1) month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 12:00 P.M., New York City time three Business Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans made of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 2:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans made (in whole or in part) to the Borrower to Base Rate ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least two one Business Days’ Day's prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 9.11(d). The U.S. Borrower may elect from time to time to convert Base Rate outstanding ABR Loans made to the Borrower it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if . Upon receipt of any such notice the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the General Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Majority Lenders have determined in its or their sole discretion that such conversion is not to permit such conversions or appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 9.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant Date and (iv) Swing Line Loans may not be converted to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofLoans.

Conversion and Continuation Options. (a) The Subject to subsection 4.12, Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable ir- revocable notice (which may be telephonic) of such election, to be received by the Administrative Agent prior to 1:00 p.m., New York City time, at least three Business Days prior to the proposed conversion date. The Borrower may elect from time to time to convert all or a portion of the Alternate Base Rate Loans made to the Borrower (other than Swing Line Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); providedelection, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. prior to 1:00 p.m., New York City time, four at least three Business Days prior to the proposed conversion date, specifying the Interest Period selected therefor. Such conversion shall be made on the requested conversion date of or, if such requested conversion date is not a Business Day, on the next succeeding Business Day; provided that no such conversion or continuationshall be made when any Event of Default has occurred and is con- tinuing and the Required Lenders have, whereupon the Administrative Agent shall give prompt by written notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City timeBorrower, three Business Days before the requested date of de- termined that such conversion or continuationis not appropriate. Upon receipt of any no- txxx pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the Borrower out- standing Loans (which notice other than Swing Line Loans) may be by telephone) whether converted as provided herein; provided that partial conversions of Alternate Base Rate Loans shall be in the aggregate principal amount of $500,000 or not a whole multiple of $100,000 in excess thereof and the requested aggregate principal amount of the re- sulting Eurodollar Loans outstanding in respect of any one Interest Period is unavailable to any shall be at least $1,000,000 or a whole multiple of $100,000 in excess thereof. (b) Any Eurodollar Loans may be continued as such upon the ex- piration of the Lendersthen current Interest Period with respect thereto by Bor- rower giving notice to the Administrative Agent, providedin accordance with the ap- plicable provisions of the term "Interest Period" set forth in subsection 1.1, further of the length of the next Interest Period to be applicable to such Loans; provided that no Base Rate Eurodollar Loan may be converted to a Eurodollar Loan continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have Required Lend- ers have, by written notice to Borrower, determined in its or their sole discretion that such a continua- tion is not to permit such conversions appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by Date (in the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to case of continuations of Revolving Credit Loans) or the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer final Tranche B Installment Payment Date in the case of the BorrowerTerm Loans. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof4.3.

Conversion and Continuation Options. The Company (aon its behalf and on behalf of any other Borrower) The Borrower may elect from time to time to convert Eurodollar all or any part of the Loans made to denominated in dollars of one Type constituting the Borrower to Base Rate same Borrowing into Loans denominated in dollars of the other Type or continue all or any part of a Loan of one Type constituting the same Borrowing or Loans of the same Type and in the same currency, by giving the Administrative Agent at least two Domestic Business Days’ prior irrevocable notice (which may be telephonic) of such election. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which in the case of a notice of continuation of a Eurocurrency Loan shall specify be given in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.01, of the length of the initial next Interest Period thereforto be applicable to such Loans); provided, however, that if (i) any conversion of Eurocurrency Loans into ABR Loans shall be made only on the Borrower wishes to request Eurodollar Loans having last day of an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”with respect thereto, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephoneii) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion not to permit such conversions conversions, and (iii) no Eurocurrency Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or (ii) after the date that Majority Banks have determined in its or their sole discretion not to permit such continuation; and provided, further that, if in connection with a continuation of Eurocurrency Loans, the Company shall fail to give any required notice as described above in this paragraph or if a continuation is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower not permitted pursuant to this Section 2.9 must clause (iii), such Loans shall, if denominated in dollars, be confirmed promptly by delivery automatically converted to ABR Loans on the Administrative Agent last day of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an such then expiring Interest Period, it will or if denominated in euros, shall be deemed automatically exchanged for an Equivalent amount of dollars and converted to have ABR Loans on the last date of such then expiring Interest Period. Each such notice of conversion or continuation shall, within the restrictions specified an above, specify (A) the date of such conversion or continuation, (B) the dollar denominated Loans to be converted or continued, and (C) if such conversion is into Eurocurrency Loans, the duration of the initial Interest Period for each such Loan. Each notice of one monthconversion or continuation shall be irrevocable and binding on the Company. Upon receipt of any such notice of conversion or continuation the Administrative Agent shall promptly notify the Lenders each Bank thereof.

Conversion and Continuation Options. (a) The Borrower Representative (on behalf of the Borrowers) may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable written notice (which may be telephonic) of such electionelection substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 12:00 p.m. (New York City time), three (3) Business Days prior to the proposed conversion date. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice (which may be telephonic) of such election substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 12:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, howeverfurther, that if the Borrower Representative wishes to request Eurodollar Eurocurrency Loans having an Interest Period of nine other than one, two, three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. 12:00 p.m. (New York City time, four ) three (3) Business Days prior to the requested date of such conversion or continuationBorrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any approved by all of them. Not later than 10:00 A.M. 12:00 p.m. (New York City time), three two (2) Business Days before the requested date of such conversion or continuationBorrowing conversion, the Administrative Agent shall notify the Borrower (which notice may be by telephone) Representative whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, no Base Rate ABR Loan may be converted to into a Eurodollar Eurocurrency Loan (i) when any a bankruptcy or payment Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If the Lenders thereofBorrower Representative fails to give a timely notice requesting any conversion from one Type of Loan to another, then the applicable Loans shall be continued as, or converted to, Eurocurrency Loans with a one-month Interest Period. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans.

Conversion and Continuation Options. The Company (aon its behalf and on behalf of any other Borrower) The Borrower may elect from time to time to convert Eurodollar all or any part of the Loans made to denominated in dollars of one Type constituting the Borrower to Base Rate same Borrowing into Loans denominated in dollars of the other Type or continue all or any part of a Loan of one Type constituting the same Borrowing or Loans of the same Type and in the same currency, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) or, in the case of such election. The Borrower may elect from time a conversion to time to convert Base Rate Term Benchmark Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least denominated in dollars, three U.S. Government Securities Business Days’ prior irrevocable notice (which may be telephonicnotice) of such election (which in the case of a notice of continuation of a Term Benchmark Loan shall specify be given in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.01, of the length of the initial next Interest Period thereforto be applicable to such Loans); provided, however, that if (i) any conversion of Term Benchmark Loans into ABR Loans shall be made only on the Borrower wishes to request Eurodollar Loans having last day of an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”with respect thereto, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephoneii) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Term Benchmark Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion not to permit such conversions conversions, and (iii) no Term Benchmark Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or (ii) after the date that Majority Banks have determined in its or their sole discretion not to permit such continuation; and provided, further that, if in connection with a continuation of Term Benchmark Loans, the Company shall fail to give any required notice as described above in this paragraph or if a continuation is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower not permitted pursuant to this Section 2.9 must clause (iii), such Loans shall, if denominated in dollars, be confirmed promptly by delivery automatically converted to ABR Loans on the Administrative Agent last day of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an such then expiring Interest Period, it will or if denominated in euros, shall be deemed automatically exchanged for an Equivalent amount of dollars and converted to have ABR Loans on the last date of such then expiring Interest Period. Each such notice of conversion or continuation shall, within the restrictions specified an above, specify (A) the date of such conversion or continuation, (B) the dollar denominated Loans to be converted or continued, and (C) if such conversion is into Term Benchmark Loans, the duration of the initial Interest Period for each such Loan. Each notice of one monthconversion or continuation shall be irrevocable and binding on the Company. Upon receipt of any such notice of conversion or continuation the Administrative Agent shall promptly notify the Lenders each Bank thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable notice (which may be telephonic) of such election; provided, that any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each relevant Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, Converted as provided herein; provided, further that (i) no Base Rate Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate, (ii) any such Conversion may only be made if, after giving effect thereto, Section 6.4 shall not have been contravened, (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by Date (in the case of Conversions of Revolving Credit Loans) or the Term Loan Maturity Date (in the case of Conversions of Term Loans) and (iv) the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to may not select any Interest Period for a Eurodollar Loan that has a duration of more than one month during the period from the date of this Agreement until March 1, 2001 (or such earlier date as shall be specified in any Borrowing Request, but fails its sole discretion by the Arranger in a written notice to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify Borrower and the Lenders thereofLenders).

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans made to the Borrower to Base or C/D Rate Loans to ABR Loans, and/or to convert Eurodollar Loans or ABR Loans to C/D Rate Loans, by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans or C/D Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base ABR Loans or C/D Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election, provided that any such conversion of C/D Rate Loans may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If the last day of the then current Interest Period with respect to C/D Rate Loans that are to be converted to Eurodollar Loans is not a Business Day, such conversion shall be made on the next succeeding Business Day, and during the period from such last day to such succeeding Business Day such Loans shall bear interest as if they were ABR Loans. All or any part of outstanding Eurodollar Loans, ABR Loans and C/D Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan when any Event of Default has occurred and is continuing and the Documentation Agent and the Administrative Agent have or the Required Lenders thereofhave determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan if the last day of any Interest Period in respect thereof would be after the Termination Date.

Conversion and Continuation Options. (a) The With regard to the Revolving Facility, the Borrower may elect from time to time to convert Eurodollar Daily Simple SOFR Rate Loans made to the Borrower to Base Term SOFR Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 10:00 A.M. on the third (3rd) U.S. Government Securities Business Day preceding the proposed conversion date (such conversion date, the “Daily Simple SOFR Rate Conversion Date”) (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Daily Simple SOFR Rate Loan may be converted to into a Eurodollar Term SOFR Rate Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior conversions. The Borrower may elect from time to the Revolving Credit Termination Date. Each telephonic notice time to convert Term SOFR Rate Loans to Daily Simple SOFR Rate Loans by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to giving the Administrative Agent prior irrevocable notice of a written Borrowing Request appropriately completed and signed by a Responsible Officer such election no later than 10:00 A.M. on the third (3rd) U.S. Government Securities Business Day preceding the proposed conversion date (such conversion date, the “Term SOFR Rate Conversion Date”); provided that any such conversion of Term SOFR Rate Loans may only be made on the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified last day of an Interest Period with respect thereto, and provided further that no Term SOFR Rate Loan may be converted into a Daily Simple SOFR Rate Loan when any Event of one monthDefault has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made and Money Market Loans to the Borrower to Base Rate Loans ABR Loans, by giving the Administrative Agent at least two (2) Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto, and any such conversion of Money Market Loans may only be made on the last date of the Money Market Rate Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Eurocurrency Loans made to the Borrower to Eurodollar Money Market Loans by giving the Administrative Agent at least three two (2) Business Days’ prior irrevocable notice (which may be telephonic) of such election election, or to convert Money Market Loans to Eurodollar Loans, by giving the Administrative Agent at least three (which 3) Business Days' prior irrevocable notice of such election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto, and any such conversion of Money Market Loans may only be made on the last date of the Money Market Rate Period with respect thereto. The Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans, by giving the Administrative Agent at least (3) Business Days’ prior irrevocable notice of such election, or to convert ABR Loans to Money Market Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if . Any such notice of conversion to Money Market Loans shall specify the Borrower wishes to request Eurodollar Loans having an Interest initial Money Market Rate Period or Money Market Rate Periods therefor. Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of any such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuationnotice, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the Borrower (which notice outstanding Eurocurrency Loans, Money Market Loans, and ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Eurocurrency Loan (i) or a Money Market Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.1(e) would not be contravened, and (iii) no Loan may be converted into a Eurocurrency Loan after the date that is one (1) month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a shall fail to give any required notice as described above in this paragraph or if such conversion is not permitted pursuant to a Eurodollar Loan the preceding proviso, such Loans (other than Eurocurrency Loans or Money Market Loans that are continued in any Borrowing Request, but fails accordance with Section 2.3(b)) shall be automatically converted to specify an ABR Loans on the last day of such then expiring Interest Period or Money Market Rate Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofas applicable.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after during the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The applicable Borrower may elect from time to time to convert Eurodollar Term Benchmark Loans made or RFR Loans, as applicable, to the Borrower ABR Loans, RFR Loans or Term Benchmark Loans, as applicable, or to Base Rate continue Term Benchmark Loans or Eurocurrency Loans (other than any such Loans denominated in Pounds Sterling), as applicable, by giving delivering to the Administrative Agent at least two Business Days’ a prior irrevocable notice (which may be telephonic) Committed Loan Notice of such electionelection no later than 1:00 p.m., New York City time, on the second Business Day preceding the proposed conversion or continuation date, provided that any such conversion of Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower Term Benchmark Loans or RFR Loans, as applicable, by delivering to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ a prior irrevocable notice (which may be telephonic) Committed Loan Notice of such election no later than 3:00 p.m., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Term Benchmark Loan (i) or a RFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions conversions. Each Committed Loan Notice shall specify (i) whether the applicable Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Term Benchmark Loans or applicable Eurocurrency Loans, (ii) after the requested date that is one month prior of conversion or continuation, as the case may be (which shall be a Business Day), (iii) the currency and principal amount of Loans to be converted or continued, (iv) the Revolving Credit Termination Date. Each telephonic notice by Type of Loans to which existing Loans are to be converted, (v) if applicable, the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer duration of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthwith respect thereto and (vi) the applicable Borrower. Upon receipt of any such notice Committed Loan Notice the Administrative Agent shall promptly notify each relevant Lender thereof. Each conversion to or continuation of (x) in the Lenders case of Term SOFR Loans or RFR Loans, as applicable, shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or (y) in the case of ABR Loans, $100,000 or a whole multiple of $100,000 in excess thereof. Each continuation of Foreign Currency Loans shall be in a minimum amount as set forth for the relevant Foreign Currency on the Administrative Schedule.

Conversion and Continuation Options. (a) The Borrower Borrowers may elect from time to time to convert Eurodollar LIBOR Loans made to the Borrower to Base Rate Loans Loans, by the Borrowers giving the Administrative Agent at least two Business Days’ ' prior irrevocable written notice (which may be telephonic) of such electionelection pursuant to a Continuation Notice, provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar LIBOR Loans by the Borrowers giving the Administrative Agent at least three Eurodollar Business Days’ ' prior irrevocable written notice (which may be telephonic) of such election (which pursuant to a Continuation Notice. Any such notice of conversion to LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if . Upon receipt of any such notice the Borrower wishes to request Eurodollar Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans having an Interest Period of nine or twelve months in duration and Base Rate Loans may be converted as provided in the definition of “Interest Period”herein, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of provided that (i) any such conversion or continuationmay only be made if, whereupon the Administrative Agent after giving effect thereto, Section 2.7 shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City timenot have been contravened, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephoneii) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Incremental Loan may be converted into a LIBOR Loan after the date that is one month prior to the Incremental Loan Commitment Expiration Date, (iii) no Revolving Loan may be converted into a Eurodollar LIBOR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by Loan Commitment Expiration Date and (iv) the Borrower pursuant Borrowers shall not have the right to this Section 2.9 must be confirmed promptly by delivery elect to continue at the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer end of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an applicable Interest Period, it will or to convert to, a LIBOR Loan if a Default shall have occurred and be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofcontinuing.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Term Benchmark Loans made in Dollars to the Borrower to Base Rate Daily Simple SOFR Loans or ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided, that any such conversion of Term Benchmark Loans that is not made on the last day of an Interest Period with respect thereto shall be subject to Section 2.22. The Borrower Company may elect from time to time to convert Base Rate (x) Daily Simple SOFR Loans made to ABR Loans or (y) ABR Loans to Daily Simple SOFR Loans, in each case, by giving the Borrower Administrative Agent prior irrevocable notice of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date. The Company may elect from time to Eurodollar time to convert ABR Loans or Daily Simple SOFR Loans to Term Benchmark Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted into a Term Benchmark Loan when (after giving effect to a Eurodollar such Loan (iand to the application of proceeds thereof) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to and the Administrative Agent shall notify the Company within a reasonable amount of a written Borrowing Request appropriately completed and signed by a Responsible Officer time of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthsuch determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender and the Lenders Company thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Section 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ Days prior irrevocable notice (which may be telephonic) of to such election. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans made of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ Day prior irrevocable to such election. Any such notice (which may be telephonic) of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Initial Term Loan Maturity Date (in the case of Initial Term Loans), the Tranche B Term Loan Maturity Date (in the case of Tranche B Term Loans), the Tranche C Term Loan Maturity Date (in the case of Tranche C Term Loans) or, the Tranche D Term Loan Maturity Date (in the case of Tranche D Term Loans) or the Tranche E Term Loan Maturity Date (in the case of Tranche E Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans made from Eurocurrency Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ Day’s (no later than 1:00 P.M., New York City time on such day) (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice (which may be telephonic) of such election. The Borrower may elect from time to time to convert Base Rate outstanding Loans made from ABR Loans to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ (no later than 1:00 P.M., New York City time on such day) (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice (which may be telephonic) of such election (which election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurocurrency Loans shall be in substantially the form attached hereto as Exhibit S and shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the applicable Maturity Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans or Cost of Funds Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such electionelection in the form attached hereto as Annex II (the "Continuation/Conversion Notice"), such Continuation/Conversion Notice specifying the amount and the date such Conversion is to be made; provided that, any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Convert Base Rate Loans made to the Borrower or Cost of Funds Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which in the form of a Continuation/Conversion Notice) prior to 12:30 p.m. (New York City time) at its New York office, three Business Days before the date of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the as applicable. The Borrower wishes may elect from time to request Eurodollar time to Convert Base Rate Loans having an Interest Period to Cost of nine Funds Loans or twelve months in duration as provided in the definition Convert Cost of “Interest Period”, the applicable notice must be received Funds Loans to Base Rate Loans by giving the Administrative Agent not later than 11:00 A.M. irrevocable notice of such election (in the form of a Continuation/Conversion Notice) prior to 12:30 p.m. (New York City time) at its New York office, four one Business Days prior to Day before the requested date of such conversion or continuationelection. Any such notice of Conversion shall specify the amount to be Converted, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion Conversion and the length of the initial Interest Period or continuationInterest Periods therefor. Upon receipt of any such notice, the Administrative Agent shall promptly notify the Borrower (which notice each Lender thereof. All or any part of outstanding Eurodollar Loans, Base Rate Loans or Cost of Funds Loans may be by telephoneConverted as provided herein; provided that, (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan or Costs of Funds Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred after the date that is one month prior to the Termination Date and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) no Base Rate Loans or Eurodollar Loans may be Converted into a Cost of Funds Loan (other than Costs of Funds Loans with an Interest Period of one day or one or two weeks) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Company or any Subsidiary Borrower may elect from time to time to convert Eurodollar Term Benchmark Loans made in Dollars to the Borrower to Base Rate Daily Simple SOFR Loans or ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided, that any such conversion of Term Benchmark Loans that is not made on the last day of an Interest Period with respect thereto shall be subject to Section 2.22. The Company or any Subsidiary Borrower may elect from time to time to convert Base Rate (x) Daily Simple SOFR Loans made to ABR Loans or (y) ABR Loans to Daily Simple SOFR Loans, in each case, by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date. The Company or any Subsidiary Borrower may elect from time to Eurodollar time to convert ABR Loans or Daily Simple SOFR Loans to Term Benchmark Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted into a Term Benchmark Loan when (after giving effect to a Eurodollar such Loan (iand to the application of proceeds thereof) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to and the Administrative Agent shall notify the Company within a reasonable amount of a written Borrowing Request appropriately completed and signed by a Responsible Officer time of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthsuch determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender, the Lenders Company and any relevant Subsidiary Borrower thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower (other than Eurodollar Loans denominated in an Alternate Currency) to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (of such election, which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice (provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice) no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date; provided that any such electionconversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (of such election which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice (provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of such election a Committed Loan Notice) no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan under a particular Facility may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. It is understood and agreed that only a Loan denominated in Dollars may be made in the Lenders thereofform of, or converted into, a Base Rate Loan.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least two one Business Days’ Day prior irrevocable notice (which to the requested date of conversion; provided that any such conversion of Eurodollar Loans may only be telephonic) made on the last day of such electionan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least three Business Days’ ' prior irrevocable notice (which may be telephonic) to the requested conversion date. Any such Notice of such election (which notice Borrowing with respect to a conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition any such Notice of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuationBorrowing, the Administrative Agent shall promptly notify the Borrower (which notice each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Lenders have determined in its or their sole discretion that such a conversion is not appropriate and the Administrative Agent has given notice to permit such conversions or the Borrower that no conversion may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower and the Permitted Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ Day’s prior irrevocable written (or telephonic promptly confirmed in writing) notice (which may be telephonic) of such election (but no later than 12:00 Noon, New York City time on the Business Day immediately prior to such election), provided that unless the Borrower or Permitted Borrower, as applicable, elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loans related costs to be incurred by the Borrower or Permitted Borrower under this Agreement with respect to any prepayment or conversion of such Eurodollar Loans prior to the end of an Interest Period, any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower and the Permitted Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written (or telephonic promptly confirmed in writing) notice (which may be telephonic) of such election by 12:00 Noon, New York City time (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent final scheduled termination or maturity date of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthsuch Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Term Benchmark Revolving Credit Loans made and Term Benchmark Term Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ Day’s prior irrevocable notice (which may be telephonic) of such election; provided that any such conversion of Term Benchmark Revolving Credit Loans or Term Benchmark Term Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Term Benchmark Revolving Credit Loans or Term Benchmark Term Loans, as applicable, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Term Benchmark Revolving Credit Loans or Term Benchmark Term Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Term Benchmark Revolving Credit Loans, Term Benchmark Term Loans and ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Term Benchmark Revolving Credit Loan or Term Benchmark Term Loan when any Event of Default has occurred and is continuing, (ii) no Five-Year Loan may be converted into a Term Benchmark Revolving Credit Loan after the Lenders thereofdate that is one month prior to the 2024 Extended Termination Date, (iii) no Term Loan or New Term Loan may be converted into a Term Benchmark Term Loan after the date that is one month prior to the 2020 ExtendedFive-Year Termination Date and (iviii) no New Term IIIIncremental Loan may be converted into a Term Benchmark Term Loan after the date that is one month prior to the New Term III Terminationapplicable Incremental Facility Maturity Date.

Conversion and Continuation Options. (a) The Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert Eurodollar outstanding Revolving Loans made from EurocurrencyTerm SOFR Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of EurocurrencyTerm SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert Base Rate outstanding Revolving Loans made from ABR Loans to the Borrower to Eurodollar EurocurrencyTerm SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to EurocurrencyTerm SOFR Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding EurocurrencyTerm SOFR Loans and ABR Loans may be converted as provided herein, provided that (i) no Revolving Loan may be converted into a EurocurrencyTerm SOFR Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders thereofhave given notice to the Borrower Representative that no such conversions may be made, and (ii) no Revolving Loan may be converted into a EurocurrencyTerm SOFR Loan after the date that is one month prior to the Maturity Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar EurocurrencySOFR Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (of such election, which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice; provided further that any such electionconversion of EurocurrencySOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar EurocurrencySOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (of such election which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice (provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of such election a Committed Loan Notice) no later than 2:00 p.m., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar EurocurrencySOFR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. No conversion or continuation of the Lenders thereof2019 Incremental Term B-4 Loans into 2019 Replacement Term B-4 Loans pursuant to the 2019 Incremental Term B-4 Loan Conversion shall constitute a voluntary or mandatory payment, prepayment or commitment reduction for purposes of the Agreement.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower Representative may elect from time to time to convert Base Rate outstanding Loans made to the Borrower of a given Tranche from ABR Loans to Eurodollar Loans Loans, by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date and (iii) no Loan denominated in Euro may be converted to ABR Loans.

Conversion and Continuation Options. (a) The Primary Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made denominated in Dollars to the Borrower to Base Rate ABR Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least two one Business Days’ Day prior irrevocable notice (which to the requested date of conversion; provided that any such conversion of Eurocurrency Loans may only be telephonic) made on the last day of such electionan Interest Period with respect thereto. The Primary Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower Eurocurrency Loans denominated in Dollars by delivering to Eurodollar Loans by giving the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least three Business Days’ ' prior irrevocable notice (which may be telephonic) to the requested conversion date. Any such Notice of such election (which notice Borrowing with respect to a conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition any such Notice of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuationBorrowing, the Administrative Agent shall promptly notify the Borrower (which notice each Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Term Lenders have determined in its or their sole discretion that such a conversion is not appropriate and the Administrative Agent has given notice to permit such conversions or the Primary Borrower that no conversion may be made, (ii) no Revolving Credit Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by Date and (iii) no Tranche A Loan or Tranche B Loan may be converted into a Eurocurrency Loan after the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery date that is one month prior to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer date of the Borrowerfinal installment of principal thereof. If Notwithstanding anything to the Borrower requests a conversion contrary contained herein, Swing Line Loans shall at all times be maintained as ABR Loans and shall not be converted to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofEurocurrency Loans hereunder.

Conversion and Continuation Options. (a) The Borrower Company may elect ----------------------------------- from time to time to convert Eurodollar Loans made to the Borrower to Base or C/D Rate Loans to ABR Loans, and/or to convert Eurodollar Loans or ABR Loans to C/D Rate Loans, by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans or C/D Rate -------- Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base ABR Loans or C/D Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election, provided that any such -------- conversion of C/D Rate Loans may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Bank thereof. All or any part of such request outstanding Eurodollar Loans, ABR Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice C/D Rate Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a -------- Eurodollar Loan (i) or a C/D Rate Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan after the date that is one month or 30 days, respectively, prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent an irrevocable notice substantially in the form of Exhibit I-2 (a "Notice of Conversion/Continuation"), at least two one Business Days’ Day prior irrevocable notice (which may be telephonic) of to such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower Eurodollar Loans or to continue Eurodollar Loans as Eurodollar Loans by giving the Administrative Agent a Notice of Conversion/Continuation at least three Business Days’ Days prior irrevocable notice (which may be telephonic) to such election. Any such Notice of such election (which notice Conversion/Continuation to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition any such Notice of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon Conversion/Continuation the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no Loan may be converted into a Eurodollar Loan if the Interest Period selected therefor would expire after the Termination Date. 30 37 (b) Any Eurodollar Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, of the length of the next Interest Period to be applicable to such Loans, determined in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by , and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to this Section 2.9 must the preceding proviso such Loans shall be confirmed promptly by delivery automatically converted to ABR Loans on the Administrative Agent last day of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an such then expiring Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice of continuation pursuant to this Section 4.5(b), the Administrative Agent shall promptly notify the Lenders each Lender thereof.. 4.6

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar EurocurrencyTerm SOFR Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable written notice (which may be telephonic) of such electionelection no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date; provided that if any EurocurrencyTerm SOFR Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar EurocurrencyTerm SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice (which may be telephonic) of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, provided that (i) no ABR Loan under a particular Facility may be converted into a EurocurrencyTerm SOFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions and (ii) if the Borrower wishes to request Eurodollar a conversion to Term SOFR Loans having an Interest Period of nine other than one, three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m., New York City time, four Business Days prior to the requested date of such conversion or continuationconversion, whereupon the Administrative Agent shall give prompt notice to the relevant Lenders of such request and determine whether the requested Interest Period is unavailable acceptable to all of them. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. and, in the case of a conversion requested pursuant to clause (ii) of the proviso to the second sentence of this Section 2.13(a), determine whether the requested Interest Period is acceptable to them. Not later than 10:00 A.M. New York City time11:00 a.m., three Business Days before the requested date of such a conversion or continuationrequested pursuant to clause (ii) of the proviso to the second sentence of this Section 2.13(a), the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any by all of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing relevant Lenders and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofAgent.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans made to the Borrower to Base or C/D Rate Loans to ABR Loans, and/or to convert Eurodollar Loans or ABR Loans to C/D Rate Loans, by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans or C/D Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base ABR Loans or C/D Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election, provided that any such conversion of C/D Rate Loans may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, . Upon receipt of any such notice the Agent shall promptly notify each Lender thereof. If the last day of the then current Interest Period with respect to C/D Rate Loans that if the Borrower wishes are to request be converted to Eurodollar Loans having an Interest Period is not a Business Day, such conversion shall be made on the next succeeding Business Day, and during the period from such last day to such succeeding Business Day such Loans shall bear interest as if they were ABR Loans. All or any part of nine or twelve months in duration outstanding Eurodollar Loans, ABR Loans and C/D Rate Loans may be converted as provided in the definition of “Interest Period”herein, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower provided that (which notice may be by telephonei) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) or a C/D Rate Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan after the date that is one month or 30 days, respectively, prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans made or CD Rated Loans to the Borrower to Base Rate Reference Rated Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection on the date of such conversion, provided that any such conversion may only be made on the last day of an Interest Period with respect to the Loans being converted. The Borrower Company may elect from time to time to convert Base Rate Reference Rated Loans or Eurodollar Loans to CD Rated Loans by giving the Administrative Agent irrevocable notice of such election on the date of such conversion, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to the Borrower time to convert Reference Rated Loans or CD Rated Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior two Working Days irrevocable notice (which may be telephonic) of such election (which election, provided that any such conversion of CD Rated Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or CD Rated Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of any such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuationnotice, the Administrative Agent shall promptly notify the Borrower (which notice each Bank thereof. All or any part of outstanding Eurodollar Loans, CD Rated Loans and Reference Rated Loans may be by telephoneconverted as provided herein, provided that (x) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when or a CD Rated Loan at any time at which an Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders (xi) any conversion may only be made if, after giving effect thereto, Section 2.20 shall not have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofbeen contravened.

Conversion and Continuation Options. (a) The Borrower Borrowers’ Agent may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the amount and the date such Conversion is to be made; provided that any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers’ Agent may elect from time to time to convert Convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion outstanding Eurodollar Loans or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneConverted as provided herein; provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have reasonably determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate and (ii) no Base Rate Loan may be Converted into a Eurodollar Loan after the date that is one (1) month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Section 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ Days prior irrevocable notice (which may be telephonic) of to such election. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans made of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ Day prior irrevocable to such election. Any such notice (which may be telephonic) of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Initial Term Loan Maturity Date (in the case of Initial Term Loans), the Tranche B Term Loan Maturity Date (in the case of Tranche B Term Loans) or, the Tranche C Term Loan Maturity Date (in the case of Tranche C Term Loans) or the Tranche D Term Loan Maturity Date (in the case of Tranche D Term Loans).

Conversion and Continuation Options. (a) The US Borrower may elect from time to time to convert Eurodollar Loans made to the under a given US Borrower Facility to Base Rate Loans under such Facility by giving the Administrative Agent or (in the case of US Borrower Dual Currency RCF Loans maintained as Eurodollar Loans) the US Dual Currency RCF Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may be made only on the last day of an Interest Period with respect thereto. The US Borrower may elect from time to time to convert Base Rate Loans made to the under a given US Borrower Facility to Eurodollar Loans under such Facility by giving the Administrative Agent or (in the case of US Borrower Dual Currency RCF Loans maintained as Base Rate Loans) the US Dual Currency RCF Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan under a particular US Borrower Facility may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or (in the case of US Borrower Dual Currency RCF Loans maintained as Base Rate Loans) the US Dual Currency RCF Agent has, or the Majority Facility Lenders have in respect of such US Borrower Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the final scheduled termination or maturity date of such US Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthFacility. Upon receipt of any such notice notice, the Administrative Agent or the US Dual Currency RCF Agent, as the case may be, shall promptly notify each relevant US Dollar-Denominated Facility Lender or Dual Currency RCF Lender, as the Lenders case may be, thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) in a Notice of Conversion/Continuation of such electionelection no later than 10:00 A.M. on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loan may be continued as such upon the Lenders thereof.expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing; provided further that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be automatically converted to ABR Loans on the last day of such

Conversion and Continuation Options. (a) The Borrower Representative may elect from time to time to convert Eurodollar Term SOFR Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), three Business Days prior to the proposed conversion date. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Term SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefortherefor and the Class of the Loans); provided, however, that if the Borrower Representative wishes to request Eurodollar Eurocurrency Loans or Term SOFR Loans having an Interest Period of nine other than one, two (other than with respect to Term SOFR Loans), three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. (New York City time, four ) seven Business Days prior to the requested date of such conversion or continuationBorrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any approved by all of them. Not later than 10:00 A.M. 11:00 a.m. (New York City time), three four Business Days before the requested date of such conversion or continuationBorrowing conversion, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, upon notice from the Administrative Agent to the Borrower Representative at the direction of the Required Lenders, no Base Rate ABR Loan may be converted to into a Eurodollar Term SOFR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert Eurodollar outstanding Loans made of a given Tranche denominated in Dollars from EurodollarTerm SOFR Rate Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower may elect from time to time to convert Base outstanding Loans of a given Tranche from ABR Loans to EurodollarTerm SOFR Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to EurodollarTerm SOFR Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding EurodollarTerm SOFR Rate Loans denominated in Dollars or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a EurodollarTerm SOFR Rate Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a EurodollarTerm SOFR Rate Loan after the date that is one month prior to the applicable Maturity Date.

Conversion and Continuation Options. (a) The Borrower Company ----------------------------------- may elect from time to time to convert outstanding Eurodollar Loans made to the Borrower of any Class (in whole or in part) to Base Rate Loans of the same Class by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be -------- made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert outstanding Base Rate Loans made to the Borrower (other than Swing Line Loans) of any Class (in whole or in part) to Eurodollar Loans of the same Class by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans under a particular Facility may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be -------- converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion that such conversion is not to permit such conversions or appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 5.03 shall not have been violated, (iii) no Base Rate Loan of any Class may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by Date (in the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to case of Revolving Credit Loans) or the Administrative Agent date of a written Borrowing Request appropriately completed and signed by a Responsible Officer final maturity of the Borrower. If Loans of such Class (in the Borrower requests a conversion case of Term Loans) and (iv) Swing Line Loans may not be converted to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofLoans.

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate ABR Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 11:00 A.M., New York City time, at least two one Business Days’ Day prior irrevocable notice (which to the requested date of conversion; PROVIDED that any such conversion of Eurocurrency Loans may only be telephonic) made on the last day of such electionan Interest Period with respect thereto. The Each Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 11:00 A.M., New York City time, at least three Business Days’ ' prior irrevocable notice (which may be telephonic) to the requested conversion date. Any such Notice of such election (which notice Borrowing with respect to a conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition any such Notice of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuationBorrowing, the Administrative Agent shall promptly notify the Borrower (which notice each affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be by telephoneconverted as provided herein, PROVIDED that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate, (ii) no Revolving Credit Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Termination Date and (iii) no European Revolving Credit Termination DateLoan which is denominated in an Optional Currency or Local European Loan may be converted into an ABR Loan. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery Notwithstanding anything to the Administrative Agent of a written Borrowing Request appropriately completed contrary contained herein, Swing Line Loans shall at all times be maintained as ABR Loans and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion shall not be converted to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofEurocurrency Loans hereunder.

Conversion and Continuation Options. (a) The A Borrower may elect from time to time to convert Eurodollar Loans made to the such Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election. The A Borrower may elect from time to time to convert Base Rate Loans made to the such Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the a Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the such Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the a Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the such Borrower. If the any Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower applicable Borrowers may elect from time to time to convert Eurodollar outstanding Revolving Credit Loans made from Daily Simple SOFR Rate Loans or Term SOFR Rate Loans to ABR Loans by the Borrower to Base Rate Loans by Representative giving the Administrative Agent at least irrevocable notice of such election prior to 2:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower Representative may elect from time to time to convert Base outstanding Revolving Credit Loans from ABR Loans to Daily Simple SOFR Rate Loans made to or Term SOFR Rate Loans by the Borrower to Eurodollar Loans by Representative giving the Administrative Agent irrevocable notice of such election prior to 2:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Term SOFR Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Daily Simple SOFR Rate Loans, Term SOFR Rate Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Daily Simple SOFR Rate Loan or Term SOFR Rate Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and (ii) no Loan may be converted into a Daily Simple SOFR Rate Loan or Term SOFR Rate Loan after the date that is one month prior to the applicable Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which of such election no later than 2:00 p.m., New York City time, on the Business Day preceding the proposed conversion date; provided, that any such conversion of Eurodollar Loans may be telephonic) made only on the last day of such electionan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 2:00 p.m., New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan under a particular Facility may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans; provided, that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations; and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.. 4.4

Conversion and Continuation Options. (a) The relevant Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Committed Rate Loans of one Type into Committed Rate Loans of another Type by giving to the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election. The Borrower may elect from conversion by the earliest time that they would have been required to time to convert Base give notice under subsection 2.1(c) if they had been borrowing Committed Rate Loans of each such Type on the conversion date specified in such notice, PROVIDED that any such conversion of Eurodollar Loans or C/D Rate Loans may only be made to on the Borrower last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice or C/D Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof. If the Lenders thereoflast day of the then current Interest Period with respect to C/D Rate Loans that are to be converted to Eurodollar Loans is not a Working Day, such conversion shall be made on the next succeeding Working Day, and during the period from such last day to such succeeding Working Day such Loans shall bear interest as if they were ABR Loans. All or any part of outstanding Eurodollar Loans, ABR Loans and C/D Rate Loans may be converted as provided herein, PROVIDED that no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan after the date that is one month or 30 days, respectively, prior to (i) in the case of a Loan made by an Objecting Bank, the second anniversary of such Objecting Bank's Commitment Expiration Date, and (ii) in the case of all Loans, the second anniversary of the Termination Date.

Conversion and Continuation Options. (a) The Borrower Borrowers’ Agent may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the amount and the date such Conversion is to be made; provided that, any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers’ Agent may elect from time to time to convert Convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which in the form of a Continuation/Conversion Notice) prior to 12:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion outstanding Eurodollar Loans or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneConverted as provided herein; provided that, (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Revolving Lenders have reasonably determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate and (ii) no Base Rate Loan may be Converted into a Eurodollar Loan after the date that is one (1) month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert Eurodollar outstanding Loans made of a given Tranche from Term SOFR Loans to ABR Loans by the Borrower to Base Rate Loans by Representative giving the Administrative Agent at least irrevocable notice of such election prior to 2:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower Representative may elect from time to time to convert Base Rate outstanding Term Loans made of a given Tranche from ABR Loans to Term SOFR Loans, by the Borrower to Eurodollar Loans by Representative giving the Administrative Agent irrevocable notice of such election prior to 2:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Term SOFR Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Term SOFR Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Term SOFR Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and (ii) no Term Loan may be converted into a Term SOFR Loan after the date that is one month prior to the applicable Maturity Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Term SOFR Loans made of any Class to the Borrower to Base Rate ABR Loans of such Class by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Term SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made of any Class to the Borrower to Eurodollar Term SOFR Loans of such Class by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 1:00 P.M. New York City time, on the third Business Day prior to the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Term SOFR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Term SOFR Loan may be continued as such by the Lenders Borrower giving irrevocable notice to the Administrative Agent at least three Business Days prior to the expiration of the then current Interest Period, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that (i) if so required by the Administrative Agent, no Term SOFR Loan may be continued as such when any Event of Default has occurred and is continuing and (ii) if the Borrower shall fail to give any required notice as described above in this paragraph, the relevant Term SOFR Loans shall be automatically converted to Term SOFR Loans having a one-month Interest Period on the last day of the then expiring Interest Period. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. 2.11.

Conversion and Continuation Options. (a) The Borrower and the Permitted Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable written (or telephonic promptly confirmed in writing) notice (which may be telephonic) of such election (but no later than 12:00 Noon, New York City time on the Business Day immediately prior to such election), provided that unless the Borrower or Permitted Borrower, as applicable, elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loans related costs to be incurred by the Borrower or Permitted Borrower under this Agreement with respect to any prepayment or conversion of such Eurodollar Loans prior to the end of an Interest Period, any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower and the Permitted Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written (or telephonic promptly confirmed in writing) notice (which may be telephonic) of such election by 12:00 Noon, New York City time (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent final scheduled termination or maturity date of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthsuch Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Working Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Applicable Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Alternate Base Rate Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT Loan may be converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 4.3 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date or applicable Term Loan Maturity Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofas applicable.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least two one Business Days’ Day prior irrevocable notice (which to the requested date of conversion; provided that any such conversion of Eurodollar Loans may only be telephonic) made on the last day of such electionan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least three Business Days’ ' prior irrevocable notice (which may be telephonic) to the requested conversion date. Any such Notice of such election (which notice Borrowing with respect to a conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition any such Notice of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuationBorrowing, the Administrative Agent shall promptly notify the Borrower (which notice each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Termination Date. Each telephonic notice by Loans) or the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer date of the Borrower. If final installment of principal of the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable notice (which may be telephonic) of such election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto (or on any other day if on the date of such conversion the Borrower pays to the Agent for the account of the applicable Lenders accrued interest on such Eurodollar Loans to the date of such conversion together with all amounts payable under Section 5.11). The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if . Upon receipt of any such notice the Borrower wishes to request Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans having an Interest Period of nine or twelve months in duration and ABR Loans may be converted as provided in the definition of “Interest Period”herein, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower PROVIDED that (which notice may be by telephonei) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Term Loan Lenders or the Required Revolving Credit Lenders, as the case may be, have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Termination Date. Each telephonic notice by Loans) or the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer date of the Borrower. If final installment of principal of the Borrower requests a conversion to a Eurodollar Loan applicable Term Loans (in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period the case of one month. Upon receipt conversions of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans).

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans made or CD Rated Loans to the Borrower to Base Rate Reference Rated Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection on the date of such conversion, provided that any such conversion may only be made on the last day of an Interest Period with respect to the Loans being converted. The Borrower Company may elect from time to time to convert Base Rate Reference Rated Loans or Eurodollar Loans to CD Rated Loans by giving the Administrative Agent irrevocable notice of such election on the date of such conversion, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to the Borrower time to convert Reference Rated Loans or CD Rated Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior two Working Days irrevocable notice (which may be telephonic) of such election (which election, provided that any such conversion of CD Rated Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or CD Rated Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of any such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuationnotice, the Administrative Agent shall promptly notify the Borrower (which notice each Bank thereof. All or any part of outstanding Eurodollar Loans, CD Rated Loans and Reference Rated Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when or a CD Rated Loan at any time at which an Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) any conversion may only be made if, after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this giving effect thereto, Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to 2.20 shall not have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofbeen contravened.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made Eurocurrency Borrowings denominated in Dollars to the Borrower to Base Rate Loans ABR Borrowings by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election; provided that, any such conversion of such Eurocurrency Borrowings may only be made on the last day of an Interest Period with respect thereto (or on any other day if the conversion referred to herein is accompanied by all amounts payable by the Borrower pursuant to Section 2.16). The Borrower may elect from time to time to convert Base Rate Revolving Credit Borrowings that are comprised of ABR Loans made to the Borrower to Eurodollar Loans Eurocurrency Borrowings denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length election. Notices of the initial Interest Period therefor); provided, however, that if the Borrower wishes conversion pursuant to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice this Section 2.6(a) must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four 12:30 p.m. three Business Days prior to the requested effective date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may must be by telephonea Business Day) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan and shall specify (i) when any Event the amount of Default has occurred the Revolving Credit Borrowing to be converted, and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to if the Revolving Credit Termination DateBorrowing is to be converted into Eurocurrency Loans, the initial Interest Period to be applicable thereto. Each telephonic Any such notice given by means other than written notice shall be promptly confirmed in writing by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurocurrency Borrowings and ABR Borrowings may be converted as provided herein; provided that (i) no Borrowings may be converted into Eurocurrency Borrowings when any Event of Default has occurred and is continuing, and the Administrative Agent has, or the Required Lenders thereofhave, determined that such a conversion is not appropriate, (ii) no Borrowings may be converted into Eurocurrency Borrowings after the date that is seven days prior to the Termination Date, and (iii) no Swing Line Loan may be converted into Eurocurrency Loans.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans made (in whole or in part) to the Borrower to Base Rate ABR Loans by giving the Administrative Agent prior to 12:00 Noon, New York City time at least two one Business Days’ Day's prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 5.11(d). The U.S. Borrower may elect from time to time to convert Base Rate outstanding ABR Loans made to the Borrower it (in whole or in part) to Eurodollar Loans by giving the Administrative Agent prior to 12:00 Noon, New York City time at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Revolving Credit Lenders (in the case of Revolving Credit Loans) or the Majority Term Loan Lenders (in the case of Term Loans) have determined in its or their sole discretion that such conversion is not to permit such conversions or appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 5.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by Date (in the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to case of Revolving Credit Loans) or Term Loan Maturity Date (in the Administrative Agent case of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans).

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Section 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans made to ABR Loans or from SOFR Loans to ABR Loans, in each case by the Borrower to Base Rate Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ Days prior irrevocable notice (which may be telephonic) of to such election. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans made to the Borrower of a given Tranche from ABR Loans to Eurodollar Loans or SOFR Loans (as applicable to such respective Tranche), by the Borrower giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ Day prior irrevocable to such election. Any such notice of conversion to Eurodollar Loans or SOFR Loans (which may be telephonicas applicable) of such election (which notice shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans, SOFR Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan or SOFR Loan (as applicable) when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan or SOFR Loan (as applicable) after the date that is one month prior to the Initial Term Loan Maturity Date (in the case of Initial Term Loans), the Tranche B Term Loan Maturity Date (in the case of Tranche B Term Loans), the Tranche C Term Loan Maturity Date (in the case of Tranche C Term Loans), the Tranche D Term Loan Maturity Date (in the case of Tranche D Term Loans), the Tranche E Term Loan Maturity Date (in the case of Tranche E Term Loans), the Tranche F Term Loan Maturity Date (in the case of Tranche F Term Loans) or, the Tranche G Term Loan Maturity Date (in the case of Tranche G Term Loans) or the Tranche H Term Loan Maturity Date (in the case of Tranche H Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) substantially in the form of Exhibit M of such electionelection no later than 12:00 Noon, New York City time, on the second Business Day preceding the proposed conversion date; provided that (i) a borrowing of a Class of Loans may not be converted into a borrowing of a different Class of Loans and (ii) if any Eurocurrency Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, provided that if the Borrower wishes to request Eurodollar (i) a borrowing of a Class of Loans having an Interest Period may not be converted into a borrowing of nine or twelve months in duration as provided in the definition a different Class of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephoneii) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two three Business Days’ (or, in the case of Eurodollar Loans denominated in Alternate Currency that are to be continued, at least four Business Days’) prior irrevocable telephonic notice confirmed promptly in writing in form and substance as provided in Exhibit O (which may telephonic notice must be telephonicreceived by the Administrative Agent not later than 12:00 Noon, New York City time) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. If on any date the aggregate Dollar Equivalent principal amount of all Eurodollar Loans denominated in Alternate Currency exceeds the Euro Sublimit, one or more of the U.S. Borrowers shall promptly make a prepayment of such Eurodollar Loans (in accordance with the procedures set forth in this paragraph) in an aggregate amount equal to or greater than such excess. The Parent Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable telephonic notice confirmed promptly in writing in form and substance as provided in Exhibit O (which may telephonic notice must be telephonicreceived by the Administrative Agent not later than 12:00 Noon, New York City time) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Requisite Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. Loans consisting of Alternate Currency Revolving Loans may not be converted to ABR Loans.

Conversion and Continuation Options. (a) The Borrower may elect ----------------------------------- from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing (Conversion) by 1:00 P.M., New York City time, at least two one Business Days’ Day prior irrevocable notice (which to the requested date of conversion; provided that any such conversion of Eurodollar Loans may only be telephonic) -------- made on the last day of such electionan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 1:00 P.M., New York City time, at least three Business Days’ ' prior irrevocable notice to the requested conversion date. Any such Notice of Borrowing (which may be telephonicConversion) of such election (which notice with respect to a conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such Notice of Borrowing (Conversion); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall promptly notify the Borrower (which notice each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be -------- converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Maturity Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate Loans ABR Loans, by giving the Administrative Agent at least two (2) Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans Eurocurrency Loans, by giving the Administrative Agent at least three (3) Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to promptly notify each affected Lender thereof. All or any part of the Lenders of such request outstanding Eurocurrency Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.1(e) would not be contravened, and (iii) no Loan may be converted into a Eurocurrency Loan after the date that is one (1) month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a shall fail to give any required notice as described above in this paragraph or if such conversion is not permitted pursuant to a Eurodollar Loan the preceding proviso, such Loans (other than Eurocurrency Loans that are continued in any Borrowing Request, but fails accordance with Section 2.3(b)) shall be automatically converted to specify an ABR Loans on the last day of such then expiring Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Revolving Credit Loans made and Eurodollar Term Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ Day’s prior irrevocable notice (which may be telephonic) of such election; provided that any such conversion of Eurodollar Revolving Credit Loans or Eurodollar Term Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Revolving Credit Loans or Eurodollar Term Loans, as applicable, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Revolving Credit Loans or Eurodollar Term Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Revolving Credit Loans, Eurodollar Term Loans and ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Revolving Credit Loan or Eurodollar Term Loan when any Event of Default has occurred and is continuing, (ii) no Five-Year Loan may be converted into a Eurodollar Revolving Credit Loan after the Lenders thereofdate that is one month prior to the 2023 Extended Termination Date, (iii) no Term Loan or New Term Loan may be converted into a Eurodollar Term Loan after the date that is one month prior to the 2020 Extended Termination Date and (iv) no New Term III Loan may be converted into a Eurodollar Term Loan after the date that is one month prior to the New Term III Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) in a Notice of Conversion/Continuation of such electionelection no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto unless the Borrower pays the amount due, if any, under Section 2.21 in connection therewith. The Subject to Section 2.17, the Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans or to convert Eurodollar Loans into Eurodollar Loans having a different Interest Period by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) in a Notice of Conversion/Continuation of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion and notified the Borrower not to permit such conversions conversions. Any such Notice of Conversion/Continuation may be given electronically or (ii) after the date by telephone, provided that is one month prior to the Revolving Credit Termination Date. Each any telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed in writing by a Responsible Officer Notice of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthConversion/Continuance. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar LIBOR Loans made to the Borrower to Base Rate Loans Loans, by the Borrower giving the Administrative Agent at least two Business Days’ ' prior irrevocable written notice (which may be telephonic) of such electionelection pursuant to a Continuation Notice; provided, however, that any such conversion of LIBOR Loans may only be -------- ------- made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans made to LIBOR Loans, by the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days’ ' prior irrevocable written notice (which may be telephonic) of such election (which pursuant to a Continuation Notice. Any such notice of conversion to LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice, the Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Base Rate Loans may be converted as provided herein; provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of (i) any such conversion or continuationmay only be made if, whereupon the Administrative Agent after -------- ------- giving effect thereto, Section 2.5 shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City timenot have been contravened, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephoneii) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar LIBOR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by Facility A Maturity Date and (iii) the Borrower pursuant shall not have the right to this Section 2.9 must be confirmed promptly by delivery elect to continue at the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer end of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an applicable Interest Period, it will or to convert to, a LIBOR Loan if a Default shall have occurred and be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofcontinuing.

Conversion and Continuation Options. (a) The Company or any Subsidiary Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made in Dollars to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided, that any such conversion of Eurocurrency Loans that is not made 509265-1725-11432-13209999 on the last day of an Interest Period with respect thereto shall be subject to Section 2.25. The Company or any Subsidiary Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted into a Eurocurrency Loan denominated in Dollars when (after giving effect to a Eurodollar such Loan (iand to the application of proceeds thereof) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to and the Administrative Agent shall notify the Company within a reasonable amount of a written Borrowing Request appropriately completed and signed by a Responsible Officer time of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthsuch determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender, the Lenders Company and any relevant Subsidiary Borrower thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Revolving Credit Loans made and Eurodollar Term Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ Day’s prior irrevocable notice (which may be telephonic) of such election; provided that any such conversion of Eurodollar Revolving Credit Loans or Eurodollar Term Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Revolving Credit Loans or Eurodollar Term Loans, as applicable, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Revolving Credit Loans or Eurodollar Term Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Revolving Credit Loans, Eurodollar Term Loans and ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Revolving Credit Loan or Eurodollar Term Loan when any Event of Default has occurred and is continuing, (ii) no Five-Year Loan may be converted into a Eurodollar Revolving Credit Loan after the Lenders thereofdate that is one month prior to the 2020 Extended Termination Date and (iii) no Term Loan or New Term Loan may be converted into a Eurodollar Term Loan after the date that is one month prior to the 2020 Extended Termination Date.

Conversion and Continuation Options. (a) The Borrower Representative may elect from time to time to convert Eurodollar Eurocurrency Loans made denominated in Dollars to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), three Business Days prior to the proposed conversion date; provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower Representative wishes to request Eurodollar Eurocurrency Loans having an Interest Period of nine other than one, two, three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. (New York City time, four ) seven Business Days prior to the requested date of such conversion or continuationBorrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any approved by all of them. Not later than 10:00 A.M. 11:00 a.m. (New York City time), three four Business Days before the requested date of such conversion or continuationBorrowing conversion, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, upon notice from the Administrative Agent to the Borrower Representative at the direction of the Required Lenders, no Base Rate ABR Loan may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.. 103

Conversion and Continuation Options. (a) The Borrower Borrowers may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection substantially in the form of Exhibit G or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative, no later than 2:00 P.M., New York City time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans of any Borrower by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election substantially in the form of Exhibit G or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative, no later than 2:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower Representative wishes to request Eurodollar Loans having an Interest Period of nine other than one, two, three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, time four (4) Business Days prior to the requested date of such conversion or continuationBorrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable acceptable to any all of them. Not later than 10:00 11:00 A.M. New York City time, three (3) Business Days before the requested date of such conversion or continuationBorrowing conversion, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.any

Conversion and Continuation Options. (a) The Borrower may ----------------------------------- elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable telephonic notice (which may be telephonicpromptly confirmed in writing in a Conversion/Continuation Notice) of such electionelection (which notice must be received by the Administrative Agent prior to Noon, Chicago time or else be deemed to be delivered on the next Business Day), provided that any such conversion of Eurodollar Loans may only be -------- made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans made (other than Swingline Loans which may not be converted pursuant to the Borrower this Section 4.5) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which notice shall specify specifying the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable therefor (which notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to Noon, Chicago time or else be deemed to be delivered on the requested date of such conversion or continuationnext Business Day), whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further provided that no Base Rate Loan under a particular Facility may -------- be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent final scheduled termination or maturity date of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthsuch Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Representative may elect from time to time to convert Eurodollar Eurocurrency Loans made denominated in Dollars to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), three Business Days prior to the proposed conversion date; provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower Representative wishes to request Eurodollar Eurocurrency Loans having an Interest Period of nine other than one, two, three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. (New York City time, four ) seven Business Days prior to the requested date of such conversion or continuationBorrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any approved by all of them. Not later than 10:00 A.M. 11:00 a.m. (New York City time), three four Business Days before the requested date of such conversion or continuationBorrowing conversion, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, upon notice from the Administrative Agent to the Borrower Representative at the direction of the Required Lenders, no Base Rate ABR Loan may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time-to-time to Convert Eurodollar Loans to Base Rate Loans or Cost of Funds Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election (in the form of Annex II), such notice specifying the amount and the date such Conversion is to be made; provided that, any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time-to-time to convert Convert Base Rate Loans or Cost of Funds Loans to Eurodollar Loans made by giving the Administrative Agent irrevocable notice of such election (in the form of Annex II) prior to 11:00 a.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion to Eurodollar Loans shall specify the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor. The Borrower may elect from time-to-time to Convert Base Rate Loans to Cost of Funds Loans or Convert Cost of Funds Loans to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election (which may be telephonicin the form of Annex II) prior to 11:00 a.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. The Borrower may elect from time Any such notice of Conversion shall specify the amount to time to convert Base Rate Loans made to be Converted, the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) date of such election (which notice shall specify Conversion and the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request and determine whether the requested Interest Period is unavailable to any outstanding Eurodollar Loans, Base Rate Loans or Cost of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Funds Loans may be by telephoneConverted as provided herein; provided that, (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan or Cost of Funds Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have reasonably determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate, (ii) any such Conversion may only be made if, after giving effect thereto, Section 4.4 shall not have been contravened, and (iii) no Base Rate Loan or Costs of Funds Loan may be Converted into a Eurodollar Loan after the date that is one (1) month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (of such election, which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date; provided that any telephone notice must be confirmed promptly on the same date prior to 2:00 p.m. New York City time such telephonic notice is given by delivery to the Administrative Agent of a Committed Loan Notice; provided further that any such electionconversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (of such election which may be telephonicgiven by (A) telephone, or (B) a Committed Loan Notice (provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of such election a Committed Loan Notice) no later than 2:00 p.m., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. No conversion or continuation of the Lenders thereof2019 Incremental Term B-4 Loans into 2019 Replacement Term B-4 Loans pursuant to the 2019 Incremental Term B-4 Loan Conversion shall constitute a voluntary or mandatory payment, prepayment or commitment reduction for purposes of the Agreement.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert all or a portion of Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election (which notice, to be effective, must be received by the Administrative Agent prior to 12:00 Noon, New York City time, three (3) Working Days prior to the requested conversion date); provided that any such conversion of Eurodollar Loans may only be telephonic) made on the last day of such electionan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate all or a portion of ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); providednotice, howeverto be effective, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation12:00 Noon, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business (3) Working Days before prior to the requested date conversion date. Any such notice of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan specify (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or aggregate principal amount being converted, (ii) after the Type of Loan such principal amount is being converted into, (iii) the requested conversion date that is one month prior to and (iv) in the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent case of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to Loans shall specify an Interest Period, it will be deemed to have specified an the duration of the initial Interest Period of one monthor Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted to a Eurodollar Loan when any Event of Default has occurred and is continuing and the Majority Lenders thereofhave determined that such a conversion is not appropriate and (ii) no such conversion maybe made if it would contravene the provisions of subsection 2.12 or if it would not be permitted under the provisions of subsection 2.15 or 2.17.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower Representative may elect from time to time to convert Base Rate outstanding Loans made of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to Holdingsthe Borrower Representative that no such conversions may be made, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date and (iii) no Loan denominated in Euro may be converted to ABR Loans.

Conversion and Continuation Options. (a) The applicable Borrower may elect from time to time to convert Eurodollar Convert Eurocurrency Loans made to the Borrower denominated in United States Dollars to Base Rate Loans or Convert Eurocurrency Loans denominated in Canadian Dollars to Prime Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection in the form attached hereto as Annex II (the “Continuation/Conversion Notice”), such Continuation/Conversion Notice specifying the Facility of the Loans to be Converted and the amount and the date such Conversion is to be made; provided that any such Conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert Convert Base Rate Loans made or Prime Rate Loans to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which in the form of a Continuation/Conversion Notice) prior to 1:00 p.m. (New York City time) at its New York office, three (3) Business Days before the date of such election. Any such notice of Conversion to Eurocurrency Loans shall specify the Facility of the Loans to be Converted, the amount to be Converted, the date of such Conversion and the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Relevant Facility Lender thereof. All or any part of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. New York City timeoutstanding Eurocurrency Loans, three Business Days before the requested date of such conversion Base Rate Loans or continuation, the Administrative Agent shall notify the Borrower (which notice Prime Rate Loans may be by telephoneConverted as provided herein; provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan or Prime Rate Loan may be converted to Converted into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have reasonably determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate and (ii) no Base Rate Loan or Prime Rate Loan may be Converted into a Eurocurrency Loan after the date that is one (1) month prior to the Revolving Credit Applicable Facility Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Revolving Credit Loans made and Eurodollar Term Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ Day’s prior irrevocable notice (which may be telephonic) of such election; provided that any such conversion of Eurodollar Revolving Credit Loans or Eurodollar Term Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Revolving Credit Loans or Eurodollar Term Loans, as applicable, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Revolving Credit Loans or Eurodollar Term Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Revolving Credit Loans, Eurodollar Term Loans and ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Eurodollar Revolving Credit Loan or Eurodollar Term Loan when any Event of Default has occurred and is continuing, (ii) no Five-Year Loan may be converted into a Eurodollar Revolving Credit Loan after the Lenders thereofdate that is one month prior to the 2020 Extended Termination Date, (iii) no Term Loan or New Term Loan may be converted into a Eurodollar Term Loan after the date that is one month prior to the 2020 Extended Termination Date and (iv) no New Term III Loan may be converted into a Eurodollar Term Loan after the date that is one month prior to the New Term III Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Alternate Base Rate Loans Loans, by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that, unless the Borrower elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loan related costs to be incurred by the Borrower under this Agreement with respect to the prepayment or conversion of such Eurodollar Loan prior to the end of an Interest Period, any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each Term Loan Lender or Revolving Credit Lender, as the case may be, thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders thereofhave determined that such a conversion is not appropriate and (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.14 shall not have been contravened.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 11:00 A.M., New York City time, at least two Business Days’ prior irrevocable notice (which thereto, provided that any such conversion of Eurodollar Loans may only be telephonic) made on the last day of such electionan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Dateconversions. Each telephonic notice by the Borrower pursuant to this Section 2.9 2.7(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan Loans in any Borrowing Requestsuch Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Lender thereof and the Lenders thereofamount of its Percentage of such conversion of Revolving Loans. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Loan.

Conversion and Continuation Options. (a) The Borrower applicable Borrowers may elect from time to time to convert Eurodollar outstanding Loans made from Eurocurrency Loans to ABR Loans by the Borrower to Base Rate Loans by Representative giving the Administrative Agent at least two Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice (which may be telephonic) of such election. The Borrower applicable Borrowers may elect from time to time to convert Base Rate outstanding Loans made from ABR Loans to Eurocurrency Loans by the Borrower to Eurodollar Loans by Representative giving the Administrative Agent at least three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice (which may be telephonic) of such election (which election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurocurrency Loans shall be in substantially the form attached hereto as Exhibit L and shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Parent Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the applicable Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election47. The Borrower may elect from time to time to convert Base Rate Eurocurrency Loans (other than Local Loans or Eurocurrency Loans denominated in a Permitted Foreign Currency) made to the Borrower to Eurodollar ABR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice (which may be telephonic) of such election no later than 12:00 Noon, New York City time, on the Business Day (or in the case of the Tranche B Term Loans, one (1) Business Day) preceding the proposed conversion date; provided, that if any such Eurocurrency Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower may US-DOCS\123668313.8 elect from time to time to convert ABR Loans (other than Local Loans) made to the Borrower to Eurocurrency Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate such ABR Loan under a particular Facility may be converted to into a Eurodollar Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. This Section 2.13 shall not apply to Swingline Loans and Protective Advances, in each case, which may not be converted or continued.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert convert, in whole or in part, any Revolving Credit Borrowing comprised of Eurodollar Loans made to the such Borrower to a Revolving Credit Borrowing comprised of Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election. The Any Borrower may elect from time to time to convert convert, in whole or in part, any Revolving Credit Borrowing comprised of Base Rate Loans made to the such Borrower to a Revolving Credit Borrowing comprised of Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the either Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, (i) the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. 1:00 p.m., New York City time, four Business Days prior to the requested date of such conversion or continuationconversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether each of the Lenders consents to such requested Interest Period is unavailable to any of them. Not and (ii) not later than 10:00 A.M. a.m., New York City time, three Business Days before the requested date of such conversion or continuationconversion, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to by all Lenders. Each partial conversion of any Revolving Credit Borrowing comprised of the Lenders, provided, further that no Base Rate Loan may be converted to Loans into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination DateBorrowing comprised of Eurodollar Loans shall be in an aggregate amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. Each partial conversion of any Revolving Credit Borrowing shall be allocated among the Lenders holding the Loans comprising such Revolving Credit Borrowing in accordance with their Revolving Credit Percentages. Each telephonic notice by the any Borrower pursuant to this Section 2.9 2.7(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the applicable Borrower. Subject to Section 2.15, any such notice or Borrowing Request may be revoked by the applicable Borrower at any time prior to the time that the applicable conversion would otherwise become effective. If the a Borrower requests a conversion to a Revolving Credit Borrowing comprised of Eurodollar Loan in any Borrowing Request, Loans but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Rate/Term SOFR Loans made of any Class to the Borrower to Base Rate ABR Loans of such Class by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Rate/Term SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower of any Class to Eurodollar Rate/Term SOFR Loans of such Class by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 1:00 P.M. New York City time, on the third Business Day prior to the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Rate/Term SOFR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Rate/Term SOFR Loan may be continued as such by the Lenders Borrower giving irrevocable notice to the Administrative Agent at least three Business Days prior to the expiration of the then current Interest Period, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that (i) if so required by the Administrative Agent, no Eurodollar Rate/Term SOFR Loan may be continued as such when any Event of Default has occurred and is continuing and (ii) if the Borrower shall fail to give any required notice as described above in this paragraph, the relevant Eurodollar Rate/Term SOFR Loans shall be automatically converted to Eurodollar Rate/Term SOFR Loans having a one-month Interest Period on the last day of the then expiring Interest Period. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. 2.11.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar LIBOR Loans made to Alternate Base Rate Loans, by the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable written notice (which may be telephonic) of such electionelection pursuant to a Continuation Notice, provided that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans made to LIBOR Loans by the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days’ ' prior irrevocable written notice (which may be telephonic) of such election (which pursuant to a Continuation Notice. Any such notice of conversion to LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of nine or twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time, four Business Days prior to the requested date of such 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 unavailable to any of them. Not later than 10:00 A.M. New York City time, three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding LIBOR Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) any such conversion may only be made if, after giving effect thereto, Section 2.8 shall not have been contravened, (ii) no Term Loan or Incremental Loan may be converted into a LIBOR Loan after the Lenders thereofdate that is one month prior to the due date of the final installment of principal of the Term Loans or the Incremental Loans, as applicable, (iii) no Revolving Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Loan Commitment Expiration Date and (iv) the Borrower shall not have the right to elect to continue at the end of the applicable Interest Period, or to convert to, a LIBOR Loan if a Default shall have occurred and be continuing.

Conversion and Continuation Options. (a) The i)The Borrower Representative may elect from time to time to convert Eurodollar Term SOFR Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), three Business Days prior to the proposed conversion date. The Borrower Representative may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Term SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election telephonically (provided that each telephonic notice is confirmed promptly in writing), substantially in the form of Exhibit H or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), no later than 1:00 p.m. (New York City time), on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefortherefor and the Class of the Loans); provided, however, that if the Borrower Representative wishes to request Eurodollar Eurocurrency Loans or Term SOFR Loans having an Interest Period of nine other than one, two (other than with respect to Term SOFR Loans), three or twelve six months in duration as provided in the definition of “Interest Period”, ,” the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. a.m. (New York City time, four ) seven Business Days prior to the requested date of such conversion or continuationBorrowing conversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any approved by all of them. Not later than 10:00 A.M. 11:00 a.m. (New York City time), three four Business Days before the requested date of such conversion or continuationBorrowing conversion, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to any of by all the Lenders, ; provided, further that that, upon notice from the Administrative Agent to the Borrower Representative at the direction of the Required Lenders, no Base Rate ABR Loan may be converted to into a Eurodollar Term SOFR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthcontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.