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 outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity Date. (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 notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. With respect to Revolving Credit Loans: (a) The Borrower may elect from time to time to convert outstanding Term its Eurocurrency Loans and Revolving Credit to Reference Rate Loans by giving the Administrative Agent prior irrevocable notice of such election by 11:00 A.M. on a Business Day, 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 its Eurodollar Loans or Reference Rate Loans to ABR Alternate Currency Loans by giving the Administrative Agent at least two four Business Days’ prior irrevocable notice 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 outstanding Term its respective Reference Rate Loans and Revolving Credit Loans from ABR or Alternate Currency Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election, provided that any such conversion of Alternate Currency Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefortherefor and, in the case of Eurocurrency Loans, the requested Type thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans and ABR Reference Rate Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Revolving Credit Loan may be converted into a Eurodollar Eurocurrency Loan (i) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to Agent, at the request of the Required Lenders in their sole discretion, notifies the Borrower that no such conversions may shall not be made and permitted, (ii) no Loan may if, after giving effect thereto, Section 2.7 would be converted into a Eurodollar Loan contravened, or (iii) after the date that is one month prior to the Maturity last occurring Commitment Termination Date; provided further, that if such conversion is not permitted pursuant to the preceding proviso and the applicable Eurocurrency Loan is not repaid, such Revolving Credit Loans shall automatically be converted to Reference Rate Loans on the last day of such then expiring Interest Period. (b) Any Eurodollar Loan Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the appropriate notification provisions therefor set forth in Section 2.6(a), of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower permit such conversions, (ii) if, after giving effect thereto, Section 2.7 would be contravened, (iii) if such Eurocurrency Loan is denominated in a currency that no such continuations may be made longer constitutes an Alternate Currency, or (iiiv) after the date that is one month prior to the Maturity Commitment Termination Date, and provided, ; provided further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph Section 2.6 or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Revolving Credit Loans shall automatically be automatically converted to ABR Reference Rate Loans (denominated in Dollars if such continuation is not permitted pursuant to clause (iii) of the preceding proviso) on the last day of such then expiring Interest Period. Upon receipt . (c) The conversion or continuation of any such notice Loans as herein provided shall not constitute the making of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofnew Loans hereunder.

Conversion and Continuation Options. (a) The Subject to subsection 3.12, the Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such to be received by the Administrative Agent prior to 12:00 noon, New York City time, at least three Business Days prior to the proposed conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretodate. The Borrower may elect from time to time to convert all or a portion of the Alternate Base Rate Loans then outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of , to be received by the Administrative Agent prior to 12:00 noon, New York City time, at least three Business Days prior to the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period selected therefor, and, if no Default or Interest Periods thereforEvent of Default has occurred and is continuing, such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon receipt of any such notice pursuant to this subsection 3.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Loan may partial conversions of Alternate Base Loans shall be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any Default, the Administrative Agent has given notice to the Borrower that no such conversions may one Interest Period shall be made and (ii) no Loan may be converted into at least $1,000,000 or a Eurodollar Loan after the date that is one month prior to the Maturity Datewhole multiple of $500,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given or the Required Lenders have, by written notice to the Borrower Borrower, determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 3.1(b) would be made contravened or (iiiii) after the date that is one month prior to the Maturity Date, and provided, further, that Revolving Credit Termination Date (in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day continuations of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(bLoans), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar SOFR Loans to ABR Loans by giving the Administrative Agent at least two three Business Days’ (no later than 12:00 P.M., New York City time, on such day, or such later time as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable written notice of such election. The Borrower may elect from time to time to convert outstanding Loans from ABR Loans to SOFR Loans by giving the Administrative Agent at least three Business Days’ (no later than 12:00 P.M., New York City time, on such day, or such later time as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable written notice of such election; provided that any such conversion of Eurodollar 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar SOFR Loans shall be in substantially the form attached hereto as Exhibit K (or such other form reasonably acceptable to the Administrative Agent) and shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar SOFR Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar SOFR Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, 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 Eurodollar SOFR Loan after the date that is one month prior to the Maturity Date. (b) Any Eurodollar SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice written notice, in substantially the form attached hereto as Exhibit K (or such other form reasonably acceptable to the Administrative Agent), to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar SOFR Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, Date and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, (i) if the Borrower shall fail to give any required notice as described above in this paragraph or subsection 3.2(b) such Loans shall continue with the same Interest Period immediately following the expiration of the current Interest Period with respect to such Loans and (ii) if such continuation is not permitted pursuant to the preceding proviso such Eurodollar SOFR Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 either the Termination Date (in the case of conversions of Revolving Credit Loans) or the Final Maturity DateDate (in the case of Term Loans). (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 notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to either the Termination Date (in the case of continuations of Revolving Credit Loans) or the Final Maturity DateDate (in the case of Term Loans), and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two one Business Day’s (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable written notice of such election by 1:00 p.m. (New York City time) on such day. The Borrower may elect from time to time to convert outstanding Loans from ABR Loans to Eurocurrency Loans by 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 written notice of such election, provided that any such conversion of Eurodollar [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify be in substantially the length of the initial Interest Period or Interest Periods therefor. form attached hereto as Exhibit H. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent, (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent (acting at the direction of the Required Lenders) has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Maturity Date. (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 notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice of such election, provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Term Loan may be converted into a Eurodollar Eurocurrency 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 Term Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Maturity DateDate therefor. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Term Loan, determined in accordance with the applicable provisions of the term “"Interest Period” " set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 continuations may be made or (ii) after the date that is one month prior to the Maturity DateDate therefor, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the applicable 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 Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Holdings or the Borrower, as applicable, may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice of such election, provided PROVIDED that any such conversion Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Holdings or the Borrower, as applicable, may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted Converted as provided herein, provided PROVIDED that (i) (unless the Required Lenders otherwise consent) no Loan may be converted Converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such conversions a Conversion is not appropriate, (ii) any such Conversion may only be made if, after giving effect thereto, Section 5.3 shall not have been contravened, and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity DateTermination Date (in the case of Conversions of Revolving Credit Loans) or the date of the final installment of principal (in the case of Conversions of Term Loans). (b) Any Eurodollar Loan Loans may be continued Continued as such upon the expiration of the then current Interest Period with respect thereto by Holdings or the Borrower Borrower, as applicable, giving notice to the Administrative Agent 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 LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided PROVIDED that no Eurodollar Loan may be continued Continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may a Continuation is not appropriate, (ii) if, after giving effect thereto, Section 5.3 would be made contravened or (iiiii) after the date that is one month prior to the Maturity Date, and provided, further, that Termination Date (in the case of Eurodollar Loans made Continuations of Revolving Credit Loans) or outstanding the date of the final installment of principal (in Dollarsthe case of Continuations of Term Loans) and PROVIDED, FURTHER, that if Holdings or the Borrower Borrower, as applicable, shall fail to give any required such notice as described above in this paragraph or if such continuation Continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The relevant Borrower may elect from time to time to convert outstanding Term Loans and Eurocurrency Revolving Credit Loans from Eurodollar Loans denominated in Dollars (or, subject to Section 2.10(f), a portion thereof) to ABR Revolving Credit Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 theretothereto by giving the Administrative Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert outstanding Term Loans and ABR Revolving Credit Loans from ABR (subject to Section 2.10(f)) to Eurocurrency Revolving Credit Loans to Eurodollar Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Revolving Credit Loans and ABR Revolving Credit Loans may be converted as provided herein; provided, provided that (i) (unless the Required Lenders otherwise consent) no Revolving Credit Loan may be converted into a Eurodollar Eurocurrency Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit 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 Maturity Dateconversion. (b) Any Eurodollar Loan Eurocurrency Revolving Credit Loans (or, subject to Section 2.10(f), a portion thereof) may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice to the Administrative Agent Agent, not less than three Business Days prior to the last day of the then current Interest Period with respect thereto, of the length of the next Interest Period to be applicable to such LoanRevolving Credit Loans; provided, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Revolving Credit Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, a continuation; and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the relevant 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 Eurodollar Eurocurrency Revolving Credit Loans shall be automatically converted to ABR Revolving Credit Loans on the last day of such then expiring Interest PeriodPeriod (in the case of Multi-Currency Revolving Loans, such Loans shall be converted to Dollars at the Foreign Exchange Rate on such date before being converted to ABR Revolving Credit Loans). Upon receipt of any such notice of continuation from a Borrower pursuant to this subsection 4.2(bSection 2.8(b), the Administrative Agent shall promptly notify each affected Lender thereof. The Administrative Agent shall promptly notify the applicable Borrower upon the determination in accordance with this Section 2.8(b), by it or the Required Lenders, not to permit such a continuation.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit from Eurocurrency Loans from Eurodollar Loans made or outstanding in Dollars to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar 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 outstanding Term Loans and Revolving Credit Loans made or outstanding in Dollars from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Term Loan may be converted into a Eurodollar Eurocurrency 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 Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Maturity Termination Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Term Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Section 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Termination Date, and provided, further, that (A) in the case of Eurodollar Eurocurrency Loans made or outstanding in Dollars, 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 Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and (B) 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 clause (i) of the preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as determined by the Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(bSection 3.2(b), the Administrative Agent shall promptly notify each affected Lender 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 Term Loans and Revolving Credit Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days prior 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 outstanding Term Loans and Revolving Credit Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, 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 notice of to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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 DefaultDefault (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 DateDate (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) or, 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). (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 notice to the Administrative Agent irrevocable notice of such continuation prior to 1:00 P.M., New York City time three Business Days prior to such continuation, including the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Section 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any DefaultDefault (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Term Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and 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 Eurocurrency Loan after the date that is one month prior to the Tranche A Term Loan Maturity DateDate (in the case of conversions of Tranche A Term Loans), the Tranche B Term Loan Maturity Date (in the case of conversions of Tranche B Term Loans) or the Tranche BC Term Loan Maturity Date (in the case of conversions of Tranche BC Term Loans). (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Term Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Tranche A Term Loan Maturity Date, and provided, further, that Date (in the case of Eurodollar Loans made continuations of Tranche A Term Loans), the Tranche B Term Loan Maturity Date (in the case of continuations of Tranche B Term Loans) or outstanding the Tranche BC Term Loan Maturity Date (in Dollarsthe case of continuations of Tranche BC Term Loans), and provided further, that if the Borrower shall fail to give any required notice as described above in this paragraph subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans (in whole or in part) to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no ABR 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, and the Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such conversions may be made and conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 4.3 shall not have been violated, and (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 or the Term Loan Maturity Date, as applicable. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, Loans determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such continuations may continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.3 would be made contravened or (iiiii) after the date that is one month prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable; and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Loans shall shall, subject to the preceding proviso, be automatically converted continued as such, with the length of the next Interest Period to ABR Loans on the last day of such then expiring Interest Periodbe 30 days. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Chrysler may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice 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 Chrysler may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender US$ Bank thereof. All or any part of outstanding Eurodollar Loans and ABR and/or Base Rate Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate 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, and the Administrative Agent has given notice or the Required US$ Banks have determined in its or their sole discretion not to the Borrower that no permit such conversions may be made a conversion and (ii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Chrysler giving irrevocable notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1 of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Eurodollar Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Required US$ Banks have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made a continuation or (ii) after the date that is one month prior to the Maturity Date, Termination Date and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower Chrysler shall fail to give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation from Chrysler pursuant to this subsection 4.2(bparagraph (b), the Administrative Agent shall promptly notify each affected Lender US$ Bank thereof. (c) Notwithstanding anything to the contrary in this subsection 2.3, all continuations and conversions hereunder shall be in such amounts so that, after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising any Eurodollar Tranche shall not be less than $25,000,000.

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 Term Loans and Revolving Credit Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days prior 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 outstanding Term Loans and Revolving Credit Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, 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 notice of to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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 DefaultDefault (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 DateDate (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). (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 notice to the Administrative Agent irrevocable notice of such continuation prior to 1:00 P.M., New York City time three Business Days prior to such continuation, including the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Section 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any DefaultDefault (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.. 1003003016v2 #895889271003585382v5 8

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 Term Loans and Revolving Credit Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days prior 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 outstanding Term Loans and Revolving Credit Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, 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 notice of to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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 DefaultDefault (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 DateDate (in the case of Initial Term Loans) or, 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). (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 notice to the Administrative Agent irrevocable notice of such continuation prior to 1:00 P.M., New York City time three Business Days prior to such continuation, including the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Section 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any DefaultDefault (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.. #88946885v8

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such election (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) with respect to Revolving Credit Loans, after the date that is one month prior to the final scheduled termination or maturity date of the Revolving Credit Facility and with respect to Term Loans, if any, after the date that is one month prior to the final scheduled maturity date of such Term Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity Date. (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 of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) with respect to Revolving Credit Loans, after the date that is one month prior to the Maturity Datefinal scheduled termination or maturity date of the Revolving Credit Facility and with respect to Term Loans, if any, after the date that is one month prior to the final scheduled maturity date of such Term Loans; and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans (in whole or in part) to ABR Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable notice 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 theretothereto unless the Borrower shall agree to pay the costs associated therewith as set forth in subsection 3.11(d). The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no ABR 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, and the Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such conversions may be made and conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 3.3 shall not have been violated and (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, Eurodollar Loans determined in accordance with the applicable provisions of the term “"Interest Period” " set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such continuations may continuation is not appropriate, (ii) if, after giving effect thereto, subsection 3.3 would be made contravened or (iiiii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the US Administrative Agent 61 55 at least two Business Days’ , or the Canadian Administrative Agent, as applicable, at least three Business Days,' prior irrevocable notice 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 Each Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the US Administrative Agent or the Canadian Administrative Agent, as applicable, at least three Business Days’ Days prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the notice, such Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in and the case of any Default, the US Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity DateUS Revolving Credit Termination Date (in the case of conversions of US Revolving Credit Loans) or the date of the final installment of principal of the Class of Term Loans of which such Loan is a part. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving notice to the applicable Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the and either Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the Maturity DateUS Revolving Credit Commitment Termination Date (in the case of conversions of US Revolving Credit Loans) or the date of the final installment of principal of the Class of Term Loans of which such Loan is a part, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the either 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Subject to subsection 4.15, Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such to be received by the Administrative Agent prior to 12:00 noon at least three Business Days prior to the proposed conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretodate. The Borrower may elect from time to time to convert all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of , to be received by the Administrative Agent prior to 12:00 noon at least three Business Days prior to the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period or Interest Periods selected therefor; provided that no conversion date with respect to Tranche B-1 Term Loans that have not been converted from Tranche B Loans under the Original Credit Agreement may be earlier than the fifth Business Day subsequent to the Amendment and Restatement Date without the Arranger’s consent. Such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day; provided that no such conversion shall be made when any Event of Default has occurred and is continuing and the Required Lenders have, by written notice to Borrower, determined that such conversion is not appropriate. Upon receipt of any such notice pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Loans and ABR Loans (other than Swing Line Loans) may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Loan may partial conversions of Alternate Base Rate Loans shall be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any Default, the Administrative Agent has given notice to the Borrower that no such conversions may one Interest Period shall be made and (ii) no Loan may be converted into at least $1,000,000 or a Eurodollar Loan after the date that is one month prior to the Maturity Datewhole multiple of $100,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing andand the Required Lenders have, in the case of any Default, the Administrative Agent has given by written notice to the Borrower Borrower, determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be made contravened or (iiiii) after the date that is one month prior to the Maturity Date, and provided, further, that Revolving Credit Termination Date (in the case of Eurodollar Loans made continuations of Revolving Credit Loans) or outstanding in Dollars, 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 final Installment Payment Date of the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofTerm Loans.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from that are Eurodollar Loans denominated in Dollars to ABR Loans Loans, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. All or any part of outstanding Eurodollar Loans denominated in Dollars and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, and the Administrative Agent has given notice to or the Borrower Majority Banks have determined that no such conversions a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity final Termination Date. For purposes of this subsection, any reference to an ABR Loan shall be deemed to exclude any Swing Line Loan. (b) Any Revolving Credit Loans that are Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Majority Banks have determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 2.8 would be made contravened or (iiiii) after the date that is one month prior to the Maturity final Termination Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender Bank thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to 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 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 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 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 may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election. Any such election by 12:00 noon, New York City time (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined that such a conversion is not appropriate or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity Date. (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 Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the Maturity Datefinal scheduled termination or maturity date of any Facility, and provided, further, provided further that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Subject to the terms and conditions hereof and to the extent available to it, any Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar its Base Rate Loans to ABR Dollar Eurocurrency Loans by giving the Administrative Agent or the Multicurrency Administrative Agent as applicable at least two three (3) Business Days’ ' prior irrevocable notice of such election, ; provided that at no time may 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 outstanding Term Loans and Revolving Credit any or all of its Swing Line Loans from ABR Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such electionEurocurrency Loans. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent or the Multicurrency Administrative Agent as applicable shall promptly notify each affected Term Loan Lender or Revolving Credit Lender, as the case may be, thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent or the Multicurrency Administrative Agent as applicable has given notice to or the Borrower Required Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan any such conversion may only be converted into a Eurodollar Loan made if, after the date that is one month prior to the Maturity Dategiving effect thereto, subsection 7.5 shall not have been contravened. (b) Any Eurodollar Loan Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving notice to the Administrative Agent or the Multicurrency Administrative Agent as applicable, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent or the Multicurrency Administrative Agent as applicable has given notice to or the Borrower Required Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) if, after the date that is one month prior to the Maturity Dategiving effect thereto, subsection 7.5 would be contravened and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the (x) such Borrower shall fail to give any required notice as described above in this paragraph or if (y) such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Eurocurrency Loans shall be automatically continued as Eurocurrency Loans with a new Interest Period of one (1) month (or, in the case of clause (y) above, with respect to Dollar Eurocurrency Loans, converted to ABR Loans Base Rate Loans) on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice 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 theretothereto (or on any other day if the conversion referred to herein is accompanied by all amounts payable by the Borrower pursuant to subsection 2.16). The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from that are ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such conversions may be made and a conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity DateTermination Date and (iii) no Swing Line Loan may be converted into a Eurodollar Loan. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the Maturity Date, Termination Date and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender 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 Term Loans and Revolving Credit Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days prior 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 outstanding Term Loans and Revolving Credit Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, 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 notice of to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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 DefaultDefault (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 DateDate (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). (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 notice to the Administrative Agent irrevocable notice of such continuation prior to 1:00 P.M., New York City time three Business Days prior to such continuation, including the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Section 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any DefaultDefault (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.. 1003003016v2 #895889271003585382v58

Conversion and Continuation Options. (a) The relevant Borrower may elect from time to time to convert outstanding Term Loans and Eurocurrency Revolving Credit Loans from Eurodollar Loans denominated in Dollars (or, subject to Section 2.10(f), a portion thereof) to ABR Revolving Credit Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 theretothereto by giving the Administrative Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert outstanding Term Loans and ABR Revolving Credit Loans from ABR (subject to Section 2.10(f)) to Eurocurrency Revolving Credit Loans to Eurodollar Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Revolving Credit Loans and ABR Revolving Credit Loans may be converted as provided herein; provided, provided that (i) (unless the Required Lenders otherwise consent) no Revolving Credit Loan may be converted into a Eurodollar Eurocurrency Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit 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 Maturity Dateconversion. (b) Any Eurodollar Loan Eurocurrency Revolving Credit Loans (or, subject to Section 2.10(f), a portion thereof) may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice to the Administrative Agent Agent, not less than three Business Days prior to the last day of the then current Interest Period with respect thereto, of the length of the next Interest Period to be applicable to such LoanRevolving Credit Loans; provided, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Revolving Credit Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, a continuation; and provided, provided further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the relevant 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 Eurodollar Eurocurrency Revolving Credit Loans shall be automatically converted to ABR Revolving Credit Loans on the last day of such then expiring Interest PeriodPeriod (in the case of Multi-Currency Revolving Loans, such Loans shall be converted to Dollars at the Foreign Exchange Rate on such date before being converted to ABR Revolving Credit Loans). Upon receipt of any such notice of continuation from a Borrower pursuant to this subsection 4.2(bSection 2.8(b), the Administrative Agent shall promptly notify each affected Lender thereof. The Administrative Agent shall promptly notify the applicable Borrower upon the determination in accordance with this Section 2.8(b), by it or the Required Lenders, not to permit such a continuation.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Term Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and 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 Eurocurrency Loan after the date that is one month prior to the Term Loan Maturity DateDate (in the case of conversion of Term Loans). (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Term Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Term Loan Maturity Date, and provided, further, that Date (in the case of Eurodollar Loans made or outstanding in Dollarscontinuations of Term Loans), and provided further, that if the Borrower shall fail to give any required notice as described above in this paragraph subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Subject to subsection 5.12, the U.S. Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such to be received by the Administrative Agent prior to 12:00 noon, New York City time, at least three Business Days prior to the proposed conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretodate. The U.S. Borrower may elect from time to time to convert all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of , to be received by the Administrative Agent prior to 12:00 noon, New York City time, at least three Business Days prior to the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period selected therefor, and, if no Default or Interest Periods thereforEvent of Default has occurred and is continuing, such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon receipt of any such notice pursuant to this subsection 5.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Loans and ABR Loans (other than Swing Line Loans) may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Loan may partial conversions of Alternate Base Loans shall be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any Default, the Administrative Agent has given notice to the Borrower that no such conversions may one Interest Period shall be made and (ii) no Loan may be converted into at least $1,000,000 or a Eurodollar Loan after the date that is one month prior to the Maturity Datewhole multiple of $500,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, Loans; provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given or the Required Lenders have, by written notice to the Borrower U.S. Borrower, determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 5.1(b) would be made contravened or (iiiii) after the date that is one month prior to the Maturity Date, and provided, further, that Revolving Credit Termination Date (in the case of Eurodollar Loans made continuations of Revolving Credit Loans) or outstanding in Dollars, 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 final Installment Payment Date of the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofTerm Loans.

Conversion and Continuation Options. (a) The Borrower Borrowers may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans (i) may only be made on the last day of an Interest Period with respect theretothereto and (ii) must be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. The A Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no ABR 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, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Borrowers giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the Maturity Date, Termination Date and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower Borrowers shall fail to give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from (i) Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such electionnotice, 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 outstanding Term Loans thereto and Revolving Credit Loans from (ii) ABR Loans (other than ABR Loans which are Swingline Loans) to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable notice, in each case of clauses (i) and (ii), which notice of such election. Any such may be given by (A) telephone or (B) a Conversion/Continuation Notice, provided that any telephonic notice of conversion must be confirmed promptly by delivery to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity DateConversion/Continuation Notice. (b) Any Eurodollar Loan or Alternative Currency Term Rate 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 (which notice may be given by (i) telephone or (ii) a Conversion/Continuation Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of the length of the next Interest Period to be applicable to such Loana Conversion/Continuation Notice), determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Section 1.1, provided that no Eurodollar Loan may of the length of the next Interest Period to be continued as applicable to such Loan. Each such Conversion/Continuation Notice must be received by the Administrative Agent not later than (i) three (unless 3) Business Days prior to the Required Lenders otherwise consentrequested date of any continuation of Eurodollar Loans and (ii) when any Default four (4) Business Days (or Event of Default has occurred and is continuing and, five (5) Business Days in the case of any Default, the Administrative Agent has given notice to the Borrower that no such continuations may be made or (iia Special Notice Currency) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt requested date of any such notice continuation of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofAlternative Currency Term Rate Loans.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity Termination Date. (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 notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “"Interest Period” " set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Termination Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Eurodollar Rate/Term SOFR Loans and Revolving Credit Loans from Eurodollar Loans of any Class to ABR Loans of such Class by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans 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 of such election. Any 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 of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan may be converted into a Eurodollar Rate/Term SOFR Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity Date. (b) Any Eurodollar Rate/Term SOFR Loan may be continued as such upon by the Borrower giving irrevocable notice to the Administrative Agent at least three Business Days prior to the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such LoanPeriod, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or and (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 paragraph, the preceding proviso such relevant Eurodollar Rate/Term SOFR Loans shall be automatically converted to ABR Eurodollar Rate/Term SOFR Loans having a one-month Interest Period on the last day of such the then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b)notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof. 2.11.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar that are LIBOR Loans denominated in Dollars to ABR Loans Base Rate Loans, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar LIBOR 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 Term Loans and Revolving Credit Loans from ABR Base Rate Loans to Eurodollar LIBOR Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. All or any part of outstanding Eurodollar LIBOR Loans denominated in Dollars and ABR Base Rate Loans may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar LIBOR Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Majority Banks have determined to the Borrower that no not permit such conversions a conversion; (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened; and (iiiii) no Loan may be converted into a Eurodollar LIBOR Loan after the date that is one month prior to the Maturity final Termination Date. For purposes of this subsection, any reference to a Base Rate Loan shall be deemed to exclude any Swing Line Loan. (b) Any Eurodollar Loan Revolving Credit Loans that are LIBOR Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving at least three Business Days’ prior irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar LIBOR Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Majority Banks have determined to the Borrower that no not permit such continuations may a continuation; (ii) if, after giving effect thereto, subsection 2.8 would be made contravened; or (iiiii) after the date that is one month prior to the Maturity final Termination Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender Bank thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such electionelection by 9:00 A.M., Los Angeles, California time, three Business Days preceding the day on which such conversion is to occur, 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 outstanding Term Loans and Revolving Credit Loans from ABR Base Rate Loans to Eurodollar Loans by giving prior irrevocable notice to the Administrative Agent at least by 9:00 A.M., Los Angeles, California time, three Business Days’ Days prior irrevocable to such conversion (which notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority 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 each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity Date. (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 of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Majority Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the Maturity Datecontinuations, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.. 084421 000400 DALLAS 2675603.7 [Eighth Amended and Restated Credit Agreement]

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the US Administrative Agent at least two Business Days’ , or the Canadian Administrative Agent, as applicable, at least three Business Days,' prior irrevocable notice 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 Each Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the US Administrative Agent or the Canadian Administrative Agent, as applicable, at least three Business Days’ , prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the notice, such Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in and the case of any Default, the US Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity DateUS Revolving Credit Termination Date (in the case of conversions of US Revolving Credit 65 60 Loans) or the date of the final installment of principal of the tranche of Term Loans of which such Loan is a part. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving notice to the applicable Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the and either Administrative Agent has given notice to or the Borrower Majority Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the Maturity DateUS Revolving Credit Commitment Termination Date (in the case of conversions of US Revolving Credit Loans) or the date of the final installment of principal of the tranche of Term Loans of which such Loan is a part, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the either 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The A Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by the Company giving the Administrative Agent at least two three Business Days’ ' prior irrevocable notice of such electionelection on behalf of the respective Borrower, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The A Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from or Term Loans that are ABR Loans to Eurodollar Loans by the Company giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such electionelection on behalf of the respective Borrower. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no ABR 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, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Termination Date. (b) Any Eurodollar Loan may be continued as such a Eurodollar Loan upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent on behalf of the length of the next Interest Period to be applicable to such Loanrespective Borrower, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof."Interest

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such electiontime, 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ Days prior irrevocable notice of such election. Any such notice of to the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period or Interest Periods selected therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (and, unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing andand the Administrative Agent or the Required Lenders have given written notice thereof to the Company, in such conversion shall be made on the case requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day. Upon receipt of any Defaultnotice pursuant to this subsection 4.2, the Administrative Agent has given notice to shall promptly notify each Lender thereof. All or any part of the Borrower that no such conversions may be made and outstanding Loans (iiother than Swing Line Loans) no Loan may be converted into as provided herein, provided that partial conversions of Alternate Base Loans shall be in the aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loan after the date that is Loans outstanding in respect of any one month prior to the Maturity DateInterest Period shall be at least $2,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given or the Required Lenders have, by written notice to the Borrower Company, determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be made contravened or (iiiii) after the date that is one month prior to the Maturity Date, and provided, further, that Revolving Credit Termination Date (in the case of Eurodollar Loans made continuations of Revolving Credit Loans) or outstanding in Dollarsthe date of the final installment of principal of the Term Loans, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofapplicable.

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 Term Loans and Revolving Credit Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days prior 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 outstanding Term Loans and Revolving Credit Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, 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 notice of to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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 DefaultDefault (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 Initial Term Loan Maturity DateDate (in the case of conversions of the Initial Term Loans) or the Tranche B Maturity Date (in the case of conversions of the Tranche B Term Loans). (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 notice to the Administrative Agent irrevocable notice of such continuation prior to 1:00 P.M., New York City time three Business Days prior to such continuation, including the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any DefaultDefault (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to either the Initial Term Loan Maturity DateDate (in the case of continuations of the Initial Term Loans) or the Tranche B Maturity Date (in the case of continuations of the Tranche B Term Loans), and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such electionelection no later than 11:00 A.M., New York City time, on the third 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 theretothereto unless the Borrower pays applicable breakage costs. The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility 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 each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity Date. (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 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 Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the Maturity Datecontinuations, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Eurocurrency 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Revolving Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has or the Required Lenders have given notice to the Borrower Representative that no such conversions may be made made, and (ii) no Revolving Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Maturity Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative (on behalf of the applicable Borrower) giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Revolving Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.applicable

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice in a Notice of Conversion/Continuation of such electionelection no later than 10:00 A.M., Pacific 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 Subject to Section 2.17, the Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice in a Notice of Conversion/Continuation of such election. Any such election no later than 10:00 A.M., Pacific time, on the third Business Day preceding the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) upon the occurrence of an Event of Default, all Revolving Loans that are Eurodollar Loans will immediately be deemed to be converted into ABR Loans, and (unless the Required Lenders otherwise consentii) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case continuing. Upon receipt of any Defaultsuch notice, 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 Maturity Dateshall promptly notify each relevant Lender thereof. (b) Any Subject to Section 2.17, 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 in a Notice of Conversion/Continuation to the Administrative Agent of by no later than 10:00 A.M., Pacific time, on the length of date occurring three (3) Business Days preceding the next Interest Period to be applicable to such Loan, determined proposed continuation date and otherwise in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) 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 Borrower continuing; provided further that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 proviso, such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable notice 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 theretothereto (or on any other day if on the date of such conversion the Borrower pays to the Administrative 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 subsection 3.11). The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity DateTermination Date (in the case of conversions of Revolving Credit Loans). (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the Maturity Date, Termination Date (in the case of continuations of Revolving Credit Loans) and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Gannett may elect from time to time to convert outstanding Term Loans and Eurodollar Revolving Credit Loans from and Eurodollar Term Loans to ABR Loans by giving the Administrative Agent at least two one Business Days’ Day’s prior irrevocable notice 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 Gannett may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Revolving Credit Loans or Eurodollar Term Loans, as applicable, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such 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. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected 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) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Revolving Credit Loan or Eurodollar Term Loan when any Default or Event of Default has occurred and is continuing andcontinuing, in the case of any Default, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Five-Year Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Maturity Date. applicable Termination Date and (biii) Any Eurodollar no Term Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no converted into a Eurodollar Term Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity applicable Termination Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from that are Eurodollar Loans denominated in Dollars to ABR Loans Loans, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. All or any part of outstanding Eurodollar Loans denominated in Dollars and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, and the Administrative Agent has given notice to or the Borrower Majority Banks have determined that no such conversions a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Termination Date. For purposes of this subsection, any reference to an ABR Loan shall be deemed to exclude any Swing Line Loan. (b) Any Revolving Credit Loans that are Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Majority Banks have determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 2.8 would be made contravened or (iiiii) after the date that is one month prior to the Maturity Termination Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender Bank thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans (in whole or in part) to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no ABR 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, and the Administrative Agent has given notice to or Lenders holding the Borrower majority of the outstanding principal amount of Loans of such Type have determined that no such conversions may be made and conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 4.3 shall not have been violated, and (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Revolving Credit Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, Loans determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or Lenders holding the Borrower majority of the outstanding principal amount of Loans of such Class have determined that no such continuations may continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.3 would be made contravened or (iiiii) after the date that is one month prior to the Maturity Revolving Credit Termination Date, ; and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Loans shall shall, subject to the preceding proviso, be automatically converted continued as such, with the length of the next Interest Period to ABR Loans on the last day of such then expiring Interest Periodbe 30 days. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans (in whole or in part) to ABR Loans of the same Class by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice of such election, provided 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 Term Loans and Revolving Credit Loans from ABR Loans (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 of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided PROVIDED that (i) (unless the Required Lenders otherwise consent) no ABR 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, and the Administrative Agent has given notice to or Lenders holding the Borrower majority of the outstanding principal amount of Loans of such Class have determined that no such conversions may be made and conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 6.3 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 Maturity Revolving Credit Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, Loans determined in accordance with the applicable provisions of the term “"Interest Period” " set forth in subsection 1.1, provided PROVIDED that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or Lenders holding the Borrower majority of the outstanding principal amount of Loans of such Class have determined that no such continuations may continuation is not appropriate, (ii) if, after giving effect thereto, subsection 6.3 would be made contravened or (iiiii) after the date that is one month prior to the Maturity Revolving Credit Termination Date, and providedPROVIDED, furtherFURTHER, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower Company shall fail to give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Term Loan may be converted into a Eurodollar Eurocurrency 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 Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Maturity DateTerm A Termination Date (in the case of Term A Loans) or the Term B Termination Date (in the case of the Term B Loans). (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity DateTerm A Termination Date (in the case of Term A Loans) or the Term B Termination Date (in the case of the Term B Loans), and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company ----------------------------------- may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans of any Class (in whole or in part) to ABR Base Rate Loans of the same Class by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice 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 Term Base Rate Loans and Revolving Credit Loans from ABR Loans (in whole or in part) of any Class to Eurodollar Loans of the same Class by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Base Rate Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Base Rate 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, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such conversions may be made and conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 3.03 shall not have been violated and (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 Maturity Datedate of final maturity of the Loans of such Class. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined Loans in accordance with the applicable provisions of the term “"Interest Period” " set forth in subsection 1.1Section 1.01, provided that no Eurodollar -------- Loan of any Class may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may continuation is not appropriate, (ii) if, after giving effect thereto, Section 3.03 would be made contravened or (iiiii) after the date that is one month prior to the Maturity Datedate of final maturity of the Loans of such Class, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower Company shall fail to -------- ------- give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Base Rate Loans of the same Class on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower or Blue Star Group, as the case may be, may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice 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 or Blue Star Group, as the case may be, may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 either the Maturity DateTermination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of conversions of Term Loans). (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower or Blue Star Group, as the case may be, giving notice to the Administrative Agent Agent, of the length of the next Interest Period to be applicable to such LoanLoans, determined in accordance with the applicable provisions of the term “"Interest Period” " set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to either the Termination Date (in the case of continuations of Revolving Credit Loans, Tranche A Term Loans or Multi-Draw Term Loans) or the Final Maturity DateDate (in the case of continuations of Tranche B Term Loans), and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower or Blue Star Group, as the case may be, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent an irrevocable notice substantially in the form of Exhibit G-2 (a "Notice of Conversion/Continuation"), at least two one Business Days’ Day prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to 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’ ' prior irrevocable notice of to such election. Any such notice Notice of conversion Conversion/Continuation to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Conversion/Continuation the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 if the Interest Period selected therefor would expire after the date that is one month prior to the Maturity Termination Date. (b) Any Eurodollar Loan 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 three Business Days prior to the expiration of the then current Interest Period, of the length of the next Interest Period to be applicable to such LoanEurodollar Loans, determined in accordance with the applicable provisions of the term “"Interest Period” " for Eurodollar Loans set forth in subsection Section 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Termination Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(bSection 4.5(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert outstanding Term Loans and any Eurodollar Revolving Credit Loans from Eurodollar Loans under any Tranche to ABR Loans Loans, by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Each Borrower may elect from time to time to convert outstanding Term ABR Loans and under any Tranche to Eurodollar Revolving Credit Loans from ABR Loans to Eurodollar Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided hereinNotwithstanding the foregoing, provided that (i) (unless the Required Lenders otherwise consent) no ABR Loan under any Tranche may be converted into a Eurodollar Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and, in and the case of any Default, the Administrative Agent has given notice to or the Borrower applicable Majority Tranche Lenders have determined that no such conversions may be made conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to (x) the Maturity DateNon-Extended Termination Date with respect to a conversion of Non-Extended Loans or (y) the Extended Termination Date with respect to a conversion of any Extended Secured Loans. (b) Any Eurodollar Revolving Credit Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, Loans; provided that no Eurodollar Revolving Credit Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in and the case of any Default, the Administrative Agent has given notice to or the Borrower applicable Majority Tranche Lenders have determined that no such continuations may be made continuation is not appropriate or (ii) after the date that is one month prior to (A) the Maturity Date, and Non-Extended Termination Date with respect to a continuation of Non-Extended Loans or (B) the Extended Termination Date with respect to a continuation of Extended Secured Loans; provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the a relevant 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 proviso, such Eurodollar Revolving Credit Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower applicable Borrowers may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Eurocurrency 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency 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 applicable Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Maturity Termination Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower applicable Borrowers giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Section 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 applicable Borrower that no such continuations may be made or (ii) after the date that is one month prior to either the Maturity Termination Date, and provided, further, that in the case of Eurodollar Eurocurrency Loans made or outstanding in Dollars, Dollars if the applicable 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 Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The applicable Borrower may elect from time to time to convert outstanding Term Eurocurrency Loans and Revolving Credit Loans from Eurodollar Loans denominated in Dollars to ABR Loans (or, with respect to Loans denominated in Canadian Dollars, Canadian Prime Rate Loans), by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans or Canadian Prime Rate Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans, ABR Loans and ABR Canadian Prime Rate Loans may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined in its or their sole discretion that no such conversions may be made and a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one (1) month prior to the Maturity Termination Date. (b) Any Eurodollar Loan Eurocurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected 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 Term Loans and Revolving Credit Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days prior 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 outstanding Term Loans and Revolving Credit Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, 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 notice of to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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 DefaultDefault (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 Maturity Date. (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 notice to the Administrative Agent irrevocable notice of such continuation prior to 1:00 P.M., New York City time three Business Days prior to such continuation, including the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any DefaultDefault (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to either the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity Termination Date. (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 notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “"Interest Period” " set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower that no such continuations may be made or (ii) after the date that is one month prior 51 45 to the Maturity Termination Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar that are Term SOFR Loans to ABR Loans Base Rate Loans, by giving the Administrative Agent at least two U.S. Government Securities Business Days’ prior irrevocable notice of such election, ; provided that any such conversion of Eurodollar Term SOFR 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 Term Loans and Revolving Credit Loans from ABR Base Rate Loans to Eurodollar Term SOFR Loans by giving the Administrative Agent at least three U.S. Government Securities Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Term SOFR Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. All or any part of outstanding Eurodollar Term SOFR Loans and ABR Base Rate Loans may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Loan may be converted into a Eurodollar Term SOFR Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Majority Banks have determined to the Borrower that no not permit such conversions may be made and a conversion; (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened; and (iii) no Base Rate Loan may be converted into a Eurodollar Term SOFR Loan after the date that is one month prior to the Maturity final Termination Date. (b) Any Eurodollar Loan Term Benchmark Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving at least three Business Days’ prior irrevocable notice to the Administrative Agent of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loans; provided that no Eurodollar Term Benchmark Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Majority Banks have determined to the Borrower that no not permit such continuations may a continuation; (ii) if, after giving effect thereto, subsection 2.8 would be made contravened; or (iiiii) after the date that is one month prior to the Maturity final Termination Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender Bank thereof.

Conversion and Continuation Options. (a) The Subject to subsection 4.15, Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such to be received by the Administrative Agent prior to 12:00 noon at least three Business Days prior to the proposed conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretodate. The Borrower may elect from time to time to convert all or a portion of the Alternate Base Rate Loans (other than Swing Line Loans) then outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of , to be received by the Administrative Agent prior to 12:00 noon at least three Business Days prior to the proposed conversion to Eurodollar Loans shall specify date, specifying the length of the initial Interest Period or Interest Periods selected therefor; provided that no conversion date may be earlier than the fifth Business Day subsequent to the Closing Date without the Arranger’s consent. Such conversion shall be made on the requested conversion date or, if such requested conversion date is not a Business Day, on the next succeeding Business Day; provided that no such conversion shall be made when any Event of Default has occurred and is continuing and the Required Lenders have, by written notice to Borrower, determined that such conversion is not appropriate. Upon receipt of any such notice pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of the outstanding Eurodollar Loans and ABR Loans (other than Swing Line Loans) may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Loan may partial conversions of Alternate Base Rate Loans shall be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof and the aggregate principal amount of the resulting Eurodollar Loans outstanding in respect of any Default, the Administrative Agent has given notice to the Borrower that no such conversions may one Interest Period shall be made and (ii) no Loan may be converted into at least $1,000,000 or a Eurodollar Loan after the date that is one month prior to the Maturity Datewhole multiple of $100,000 in excess thereof. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such LoanAgent, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing andand the Required Lenders have, in the case of any Default, the Administrative Agent has given by written notice to the Borrower Borrower, determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 4.1(b) would be made contravened or (iiiii) after the date that is one month prior to the Maturity Date, and provided, further, that Revolving Credit Termination Date (in the case of Eurodollar Loans made continuations of Revolving Credit Loans) or outstanding in Dollars, 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 final Installment Payment Date of the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofTerm Loans.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans (in whole or in part) to ABR Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice of such election, provided 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 Term Loans and Revolving Credit Loans from ABR Loans (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided PROVIDED that (i) (unless the Required Lenders otherwise consent) no ABR 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, and the Administrative Agent has given notice to or Lenders holding the Borrower majority of the outstanding principal amount of Loans have determined that no such conversions may be made and conversion is not 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 Maturity Revolving Credit Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, Loans determined in accordance with the applicable provisions of the term “"Interest Period” " set forth in subsection 1.1, provided PROVIDED that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or Lenders holding the Borrower majority of the outstanding principal amount of Loans of such Class have determined that no such continuations may continuation is not appropriate, (ii) if, after giving effect thereto, subsection 5.3 would be made contravened or (iiiii) after the date that is one month prior to the Maturity Revolving Credit Termination Date, and providedPROVIDED, furtherFURTHER, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower Company shall fail to give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable notice 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Termination Date. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) after the date that is one month prior to the Maturity Date, Termination Date and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required such notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans (i) from Eurodollar Eurocurrency Loans to ABR Loans outstanding in Dollars, or (ii) BA Equivalent Loans to ABR Loans denominated in Canadian Dollars, by the Borrower Representative giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Eurocurrency Loans or BA Equivalent 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 outstanding Term Loans and Revolving Credit Loans (x) from ABR Loans outstanding in Dollars to Eurodollar Eurocurrency Loans or (y) from ABR Loans outstanding in Canadian Dollars to BA Equivalent Loans, by the Borrower Representative giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans or BA Equivalent Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans, BA Equivalent Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan or BA Equivalent Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made made, and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan or a BA Equivalent Loan after the date that is one month prior to the Maturity Date. (b) Any Eurodollar Eurocurrency Loan or BA Equivalent Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative (on behalf of the applicable Borrower), giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan or BA Equivalent Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has or the Required Lenders have given notice to the Borrower Representative that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Eurocurrency Loans made or outstanding in DollarsDollars or BA Equivalent Loans, if the Borrower Representative shall fail to give any required notice as described above in this paragraph subsection 4.2(b) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Eurocurrency Loans or BA Equivalent Loans shall be automatically converted to ABR Loans denominated in Dollars with respect to Eurocurrency Loans and denominated in Canadian Dollars with respect to BA Equivalent Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected 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 Term Loans and Revolving Credit Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days prior 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 outstanding Term Loans and Revolving Credit Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, 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’ Days prior irrevocable notice of to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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 DefaultDefault (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 Maturity Date. (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 notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any DefaultDefault (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to either the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar SOFR Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice in a Notice of Conversion/Continuation of such electionelection no later than 12:00 P.M., Central time, on the Business Day preceding the proposed conversion date; provided that any such conversion of Eurodollar SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Subject to Section 2.12, the Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Base Rate Loans to Eurodollar SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor) in a Notice of Conversion/Continuation of such election no later than 12:00 P.M., Central time, (i) three Business Days prior to the date of the requested conversion, in the case of SOFR Loans denominated in Dollars, and (ii) four Business Days (or Interest Periods thereforfive Business Days in the case of a Special Notice Currency) prior to the date of the requested conversion, in the case of SOFR Loans denominated in Alternative Currencies; provided that no Base Rate Loan may be converted into a SOFR Loan when any Event of Default has occurred 758298623.11 and is continuing. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each affected relevant Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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, 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 Maturity Date. (b) Any Eurodollar Subject to Section 2.12, any SOFR Loan may be continued as such upon the 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 by no later than 12:00 P.M., Central time, (i) three Business Days prior to the date of the length requested continuation, in the case of SOFR Loans denominated in Dollars, and (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the date of the next Interest Period to be applicable to requested continuation, in the case of SOFR Loans denominated in Alternative Currencies, and provided that such Loan, determined notice is otherwise in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, Section 1.1 and specifies the length of the next Interest Period to be applicable to such Loans; provided further that no Eurodollar SOFR Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 Borrower continuing; provided further that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 proviso, such Eurodollar Loans shall automatically be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest PeriodPeriod and any or all of the then outstanding SOFR Loans denominated in an Alternative Currency shall be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Term Loans and Eurodollar Revolving Credit Loans from Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable notice of such election, provided PROVIDED that any such conversion of Eurodollar Revolving Credit 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 Term Loans and Revolving Credit Loans from ABR Base Rate Loans to Eurodollar Revolving Credit Loans by giving the Administrative Agent at least three Business Working Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. All or any part of outstanding Eurodollar Revolving Credit Loans and ABR Base Rate Loans may be converted as provided herein, provided PROVIDED that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, unless the Administrative Agent has given notice to or the Borrower Required Banks have determined that no such conversions may be made and a conversion is appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.12 shall not have been contravened and (iii) no Revolving Credit Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Maturity Termination Date. (b) Any Eurodollar Loan Revolving Credit Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Company giving notice to the Administrative Agent Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided PROVIDED that no Eurodollar Revolving Credit Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Banks have determined that no such continuations may a continuation is not appropriate, (ii) if, after giving effect thereto, subsection 2.12 would be made contravened or (iiiii) after the date that is one month prior to the Maturity Termination Date, and provided, further, that in . If the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower Company 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 Eurodollar Loans shall be automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The relevant Borrower may elect from time to time to convert outstanding Term Loans and Eurocurrency Revolving Credit Loans from Eurodollar Loans denominated in Dollars (or, subject to Section 2.10(f), a portion thereof) to ABR Revolving Credit Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice 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 theretothereto by giving the Administrative Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert outstanding Term Loans and ABR Revolving Credit Loans from ABR (subject to Section 2.10(f)) to Eurocurrency Revolving Credit Loans to Eurodollar Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Revolving Credit Loans and ABR Revolving Credit Loans may be converted as provided herein; provided, provided that (i) (unless the Required Lenders otherwise consent) no Revolving Credit Loan may be converted into a Eurodollar Eurocurrency Revolving Credit Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit 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 Maturity Dateconversion. (b) Any Eurodollar Loan Eurocurrency Revolving Credit Loans (or, subject to Section 2.10(f), a portion thereof) may be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice to the Administrative Agent Agent, not less than three Business Days prior to [[3890129]] the last day of the then current Interest Period with respect thereto, of the length of the next Interest Period to be applicable to such LoanRevolving Credit Loans; provided, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Revolving Credit Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice or the Required Lenders have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, a continuation; and provided, provided further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the relevant 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 Eurodollar Eurocurrency Revolving Credit Loans shall be automatically converted to ABR Revolving Credit Loans on the last day of such then expiring Interest PeriodPeriod (in the case of Multi-Currency Revolving Loans, such Loans shall be converted to Dollars at the Foreign Exchange Rate on such date before being converted to ABR Revolving Credit Loans). Upon receipt of any such notice of continuation from a Borrower pursuant to this subsection 4.2(bSection 2.8(b), the Administrative Agent shall promptly notify each affected Lender thereof. The Administrative Agent shall promptly notify the applicable Borrower upon the determination in accordance with this Section 2.8(b), by it or the Required Lenders, not to permit such a continuation.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, 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 Eurodollar Eurocurrency Loan after the date that is one month prior to the Maturity Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollarsthat, if the Borrower shall fail to give any required notice as described above in this paragraph subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Either Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans (in the case of any U.S. Loan) or to convert Eurodollar Loans to U.S. Base Rate Loans (in the case of any Canadian Loan in U.S. Dollars that is not a Canadian Swingline Loan) by giving the relevant Administrative Agent at least two three Business Days’ ' prior irrevocable notice of such election, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Either Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans (in the case of any U.S. Loan) or U.S. Base Rate Loans (in the case of any Canadian Loan in U.S. Dollars that is not a Canadian Swingline Loan) to Eurodollar Loans by giving the relevant Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such election (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), PROVIDED that no ABR Loan or Interest Periods therefor. Upon receipt of any such notice U.S. Base Rate Loan, as the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans case may be converted as provided hereinbe, provided that (i) (unless the Required Lenders otherwise consent) no Loan under a particular Facility may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, and the relevant Administrative Agent or the Majority Facility Lenders in the case respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any Defaultsuch notice, the relevant 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 Maturity Dateshall 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 relevant Borrower giving irrevocable notice to the relevant Administrative Agent 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 LoanLoans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided PROVIDED that no Eurodollar Loan under a particular Facility may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in and the case of any Default, the relevant Administrative Agent has given notice or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the Maturity Datecontinuations, and providedPROVIDED, furtherFURTHER, that in the case of Eurodollar Loans made or outstanding in Dollars, if the relevant 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 Eurodollar Loans shall be automatically converted to ABR Loans (in the case of any U.S. Loan) or U.S. Base Rate Loans (in the case of any Canadian Loan in U.S. Dollars that is not a Canadian Swingline Loan) on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the relevant Administrative Agent shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit from Eurocurrency Loans from Eurodollar Loans made or outstanding in Dollars to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans made or outstanding in Dollars from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency 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 Eurocurrency Loan after the date that is one month prior to the Maturity Termination Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) 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 continuations may be made or (ii) after the date that is one month prior to the Maturity Termination Date, and provided, further, that (A) in the case of Eurodollar Eurocurrency Loans made or outstanding in Dollars, if the Parent 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 Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest PeriodPeriod and (B) if the Parent Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to clause (i) of the preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as determined by the Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar 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 outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, 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 Eurodollar Eurocurrency Loan after the date that is one month prior to the Maturity Date. (b) Any Eurodollar Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollarsthat, if the Borrower shall fail to give any required notice as described above in this paragraph subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Lead Borrower may, in the case of Revolving Loans and the Term Loans of any Class, elect from time to time to convert ABR Loans to Term Benchmark Loans or to continue Term Benchmark Loans, by delivering a Notice of Conversion/Extension to the Administrative Agent at least three Business Days prior to the proposed date of conversion or continuation. In addition, the Lead Borrower may elect from time to time to convert outstanding all or any portion of a Term Loans and Revolving Credit Loans from Eurodollar Loans Benchmark Loan to an ABR Loans Loan by giving the Administrative Agent at least two irrevocable written notice thereof by 11:00 A.M. one (1) Business Days’ Day prior irrevocable notice to the proposed date of such electionconversion. If the date upon which an ABR Loan is to be converted to a Term Benchmark Loan is not a Business Day, provided that any then such conversion of Eurodollar Loans may only shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period with respect theretoto such succeeding Business Day such Loan shall bear interest as if it were an ABR Loan. The Borrower Term Benchmark Loans may elect from time only be converted to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving on the Administrative Agent at least three Business Days’ prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length last day of the initial applicable Interest Period. If the date upon which a Term Benchmark Loan is to be converted to an ABR Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an ABR Loan. All or Interest Periods therefor. Upon receipt any part of outstanding ABR Loans may be converted as provided herein; provided that (i) no Loan may be converted into a Term Benchmark Loan when any such notice the Administrative Agent Event of Default has occurred and is continuing and (ii) partial conversions shall promptly notify each affected Lender be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. All or any part of outstanding Eurodollar Loans and ABR Term Benchmark Loans may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Loan may partial conversions shall be converted into in an aggregate principal amount of $500,000 or a Eurodollar Loan when any Default or Event whole multiple of Default has occurred and is continuing and, $100,000 in the case of any Default, 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 Maturity Dateexcess thereof. (b) Any Eurodollar Loan Term Benchmark Loans may be continued as such upon the expiration of the then current an Interest Period with respect thereto by compliance by the Lead Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable notice provisions of the term “Interest Period” set forth contained in subsection 1.1Section 2.9(a); provided, provided that no Eurodollar Term Benchmark Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing andcontinuing, in which case such Loan shall be automatically converted to an ABR Loan at the case end of any Default, the Administrative Agent has given notice to applicable Interest Period with respect thereto. If (i) the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Lead Borrower shall fail to give any required timely notice of an election to continue a Term Benchmark Loan, such Term Benchmark Loan shall automatically continue as described above in this paragraph a Term Benchmark Loan with a one month Interest Period or if such (ii) the continuation of Term Benchmark Loans is not permitted pursuant to the preceding proviso hereunder, such Eurodollar Term Benchmark Loans shall be automatically converted to ABR Loans on at the last day end of such then expiring the applicable Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereofPeriod with respect thereto.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice in a Notice of Conversion/Continuation of such electionelection no later than 10:00 A.M., Pacific 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 Subject to Section 2.18, Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice in a Notice of Conversion/Continuation of such election. Any such election no later than 12:00 P.M., Pacific Time, on the third (3rd) Business Day preceding the proposed conversion date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, ); provided that (i) (unless the Required Lenders otherwise consent) no ABR Loan may be converted into a Eurodollar Loan when any Default or an Event of Default has occurred and is continuing and, in the case continuing. Upon receipt of any Defaultsuch notice, 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 Maturity Dateshall promptly notify each Lender thereof. (b) Any Subject to Section 2.18, any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Borrower’s giving irrevocable notice in a Notice of Conversion/Continuation to the Administrative Agent of by no later than 12:00 P.M., Pacific Time, on the length of date occurring three (3) Business Days preceding the next Interest Period to be applicable to such Loan, determined proposed continuation date and otherwise in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) when any Default or an Event of Default has occurred and is continuing and, in the case of any Default, the Administrative Agent has given notice to the Borrower continuing; provided further that no such continuations may be made or (ii) after the date that is one month prior to the Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph Section 2.14(b) or if such continuation is not permitted pursuant to the preceding proviso proviso, such Eurodollar Loans shall automatically be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender 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 Term Loans and Revolving Credit Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election prior to 1:00 P. M., New York City time two Business Days prior 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 outstanding Term Loans and Revolving Credit Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, 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 notice of to such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise 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 DefaultDefault (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 DateDate (in the case of Initial Term Loans) or, 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). (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 notice to the Administrative Agent irrevocable notice of such continuation prior to 1:00 P. M., New York City time three Business Days prior to such continuation, including the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection Section 1.1, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any DefaultDefault (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this paragraph clause (b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection Section 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.. #88946885v8

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Base Rate Loans by giving the Revolving Administrative Agent Agent, in the case of Revolving Credit Loans, and the Administrative Agent, in the case of Term Loans, at least two Business Days’ Day’s prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Base Rate Loans to Eurodollar Loans by giving the Revolving Administrative Agent in the case of Revolving Credit Loans and the Administrative Agent in the case of Term Loans at least three Business Days’ prior irrevocable notice of such election. Any such election (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein), provided that (i) (unless the Required Lenders otherwise consent) no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to the Borrower that no permit such conversions may be made and or (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Datefinal scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Revolving Administrative Agent or the Administrative Agent, as applicable, shall promptly notify each relevant Lender thereof. (b) Any The Borrower may elect to continue 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 Revolving Administrative Agent Agent, in the case of Revolving Credit Loans, and the length Administrative Agent, in the case of the next Interest Period to be applicable to such LoanTerm Loans, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 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 (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to the Borrower that no permit such continuations may be made or (ii) after the date that is one month prior to the Maturity Datefinal scheduled termination or maturity date of such Facility, and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 proviso, such Eurodollar Loans shall be converted automatically converted to ABR Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Revolving Administrative Agent or the Administrative Agent Agent, as applicable, shall promptly notify each affected relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans to ABR Loans Alternate Base Rate Loans, by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice of such election, provided that 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 outstanding Term Loans and Revolving Credit Loans from ABR Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice of such election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Term Loan Lender or Revolving Credit Lender, as the case may be, thereof. All or any part of outstanding Eurodollar Loans and ABR Alternate Base Rate Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) 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, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such conversions may be made a conversion is not appropriate and (ii) no Loan any such conversion may only be converted into a Eurodollar Loan made if, after the date that is one month prior to the Maturity Dategiving effect thereto, Section 2.12 shall not have been contravened. (b) Any Eurodollar Loan Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent 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 Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1Loans, provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, and the Administrative Agent has given notice to or the Borrower Required Lenders have determined that no such continuations may be made a continuation is not appropriate or (ii) if, after the date that is one month prior to the Maturity Dategiving effect thereto, Section 2.12 would be contravened and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, 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 Eurodollar Loans shall be automatically converted to ABR Alternate Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.