Common use of Conversion and Continuation Options Clause in Contracts

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

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

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

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans made (in whole or in part) to the Borrower to Base Rate ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least two one Business Days’ Day's prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 9.11(d). The U.S. Borrower may elect from time to time to convert Base Rate outstanding ABR Loans made to the Borrower it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if . Upon receipt of any such notice the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the General Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Majority Lenders have determined in its or their sole discretion that such conversion is not to permit such conversions or appropriate, (ii) during any such conversion may only be made if, after giving effect thereto, subsection 9.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant Date and (iv) Swing Line Loans may not be converted to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofLoans. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower giving irrevocable notice (which may be telephonic) to the General Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, Agent of the length of the next Interest Period to be applicable to such LoansLoans 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) when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Majority Lenders have determined in its or their sole discretion that such continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 9.3 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if the U.S. 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 be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans Loans, by giving the Administrative Agent at least two three Business Days’ ' prior irrevocable notice (which may be telephonic) of such electionelection by delivery of a Conversion Notice; provided that any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneConverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate, (ii) during any such Conversion may only be made if, after giving effect thereto, Section 6.3 shall not have been contravened, and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by Date (in the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to case of Conversions of Revolving Credit Loans) or the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer date of the Borrower. If final installment of principal (in the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period case of one month. Upon receipt Conversions of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans and Acquisition Loans). (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower may be Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable at least three Business Days' prior notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued Continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a Continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, Section 6.3 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination DateDate (in the case of Continuations of Revolving Credit Loans) or the date of the final installment of principal (in the case of Continuations of Term Loans and Acquisition Loans), and provided, further, that if the Borrower 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 Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

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

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

Conversion and Continuation Options. With respect to Revolving Credit Loans: (a) The Borrower may elect from time to time to convert outstanding Eurodollar Loans made to the Borrower (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of 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 Base Rate Loans made to the Borrower (in whole or in part) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, at least three Business Days’ prior irrevocable to the proposed conversion date. Any such notice (which may be telephonic) of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each relevant Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion that such conversion is not to permit such conversions or appropriate, (ii) during any such conversion may only be made if, after giving effect thereto, Section 3.3 shall not have been violated, and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date or the Term Loan Maturity Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofas applicable. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, 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) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion that such continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, Section 3.3 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable; and provided, further, that 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 automatically be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic Upon receipt of any notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice 3.2(b), the Administrative Agent shall promptly notify the Lenders each Lender thereof.

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

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower owing by it to Base Rate Loans Loans, by giving the Administrative Agent at least two three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Each Borrower may elect from time to time to convert Base Rate Loans made to the Borrower which are Revolving Credit Loans owing by it to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (Base Rate Loans which notice are Revolving Credit Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Lenders have have, determined not to permit such a conversion in its or their sole discretion not to permit such conversions or and (ii) during no Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 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) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Lenders have have, determined not to permit such a continuation in its or their sole discretion not to permit such continuations or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination Date, Date and provided, further, that if the relevant Borrower shall fail to give any required notice as described above in this paragraph subsection 6.6(b) or if such continuation is not permitted pursuant to the preceding proviso, proviso such Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

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

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Revolving Credit Loans that are Eurodollar Loans made denominated in Dollars to the Borrower to Base Rate Loans ABR Loans, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of 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 Base Rate ABR Loans made to the Borrower to Eurodollar Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Bank thereof. All or any part of such request outstanding Eurodollar Loans denominated in Dollars and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate, (ii) during any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit final Termination Date. Each telephonic notice by the Borrower pursuant For purposes of this subsection, any reference to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar an ABR Loan in any Borrowing Request, but fails to specify an Interest Period, it will shall be deemed to have specified an Interest Period of one month. Upon receipt of exclude any such notice the Administrative Agent shall promptly notify the Lenders thereofSwing Line Loan. (b) The Borrower Any Revolving Credit Loans that are Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 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) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion that such a continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 2.8 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit final Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each Bank thereof.

Conversion and Continuation Options. (a) The Borrower applicable Borrowers may elect from time to time to convert outstanding Revolving Credit Loans from (i) Eurodollar Loans made to the Borrower ABR Loans or (ii) BA Equivalent Loans to Base Canadian Prime Rate Loans by the Borrower Representative giving the Administrative Agent at least irrevocable notice of such election prior to 9:00 A.M., New York City time two Business Days’ Days prior irrevocable notice (which may be telephonic) of to such election, provided that any such conversion of Eurodollar Loans or BA Equivalent Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers may elect from time to time to convert Base Rate outstanding Revolving Credit Loans made to the Borrower (x) from ABR Loans to Eurodollar Loans or (y) from Canadian Prime Rate Loans to BA Equivalent Loans, by the Borrower Representative giving the Administrative Agent irrevocable notice of such election prior to 11:00 A.M., New York City time at least three Business Days’ prior irrevocable to such election. Any such notice (which may be telephonic) of such election (which notice conversion to Eurodollar Loans or BA Equivalent Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans, BA Equivalent Loans, ABR Loans or Canadian Prime Rate Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan or BA Equivalent Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan or BA Equivalent Loan after the date that is one month prior to the Termination Date. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower 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 giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, Agent of the length of the next Interest Period to be applicable to such LoansLoan, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such continuations or (ii) during accordance with the one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer applicable provisions of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.term

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Revolving Credit Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Revolving Credit Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Revolving Credit Loans by giving the Administrative Agent at least three Business Working Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date . Upon receipt of such conversion or continuation, whereupon notice the Administrative Agent shall give prompt notice to the Lenders promptly notify each Bank thereof. All or any part of such request outstanding Eurodollar Revolving Credit Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Revolving Credit Loan (i) when any Event of Default has occurred and is continuing and unless the Administrative Agent or the Majority Lenders Required Banks have determined in its or their sole discretion not to permit that such conversions or a conversion is appropriate, (ii) during any such conversion may only be made if, after giving effect thereto, subsection 2.11 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 period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower Any Eurodollar Revolving Credit Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Required Banks have determined in its or their sole discretion that such a continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 2.11 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if . 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, proviso such Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans made (in whole or in part) to the Borrower to Base Rate ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least two one Business Days’ Day's prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 9.11(d). The U.S. Borrower may elect from time to time to convert Base Rate outstanding ABR Loans made to the Borrower it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if . Upon receipt of any such notice the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the General Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Majority Lenders have determined in its or their sole discretion that such conversion is not to permit such conversions or appropriate, (ii) during any such conversion may only be made if, after giving effect thereto, subsection 9.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant Date and (iv) Swing Line Loans may not be converted to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofLoans. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower giving irrevocable notice (which may be telephonic) to the General Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, Agent of the length of the next Interest Period to be applicable to such LoansLoans 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) when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Majority Lenders have determined in its or their sole discretion that such continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 9.3 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if the U.S. 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 be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice . (c) Any Multicurrency Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the U.S. Borrower pursuant or the relevant Foreign Subsidiary Borrower giving a Notice of Multicurrency Loan Continuation, provided, that if the relevant Foreign Subsidiary Borrower shall fail to this Section 2.9 must give such Notice of Multicurrency Loan Continuation, such Multicurrency Loans shall automatically be confirmed promptly by delivery to the Administrative Agent continued for an Interest Period of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofone month.

Conversion and Continuation Options. (a) The applicable Borrower may elect from time to time to convert Eurodollar EurodollarTerm Benchmark Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar EurodollarTerm Benchmark Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar EurodollarTerm Benchmark Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. This Section shall not apply to Swingline Borrowings, which may not be converted or continued. (b) The Borrower Any EurodollarTerm Benchmark Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the applicable Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower Representative may elect from time to time to convert Base Rate outstanding Loans made of a given Tranche from ABR Loans to Eurodollar Loans, by the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to Holdingsthe Borrower Representative that no such conversions may be made, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date and (iii) no Loan denominated in Euro may be converted to ABR Loans. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower or EURIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Eurodollar Loan or EURIBOR Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section Subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan denominated in Dollars 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 and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not has given notice to permit Holdingsthe Borrower Representative that no such continuations may be made or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination applicable Maturity Date, and provided, further, that if the Borrower Representative 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, proviso any such Eurodollar Loans denominated in Dollars shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period and any such EURIBOR Loans denominated in Euro shall be continued as EURIBOR Loans for an additional one month Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify the Lenders each affected Lender thereof.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by Representative giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower Representative may elect from time to time to convert Base Rate outstanding Loans made to the Borrower of a given Tranche from ABR Loans to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent 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 Section 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 and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent or has given notice to the Majority Lenders have determined in its or their sole discretion not to permit Borrower Representative that no such continuations may be made or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination applicable Maturity Date, and provided, further, that if the Borrower Representative 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, proviso such Eurodollar Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify the Lenders each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (of such election, which may be telephonicgiven by (1) telephone, or (2) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each Loan Notice must be received by the Administrative Agent no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such electionconversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice Loan Notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower 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 may be telephonicgiven by (1) telephone, or (2) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative AgentAgent of a Loan Notice), in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice Loan Notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Revolving CreditLoans from Eurodollar Rate Loans made to the Borrower to Base Prime Rate Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Subject to the limitations on the availability of Eurodollar Rate Loans, the Borrower may elect from time to time to convert Base outstanding Revolving Credit Loans from Prime Rate Loans made to the Borrower to Eurodollar Rate Loans by giving the Administrative Agent telephonic or written notice (the "NOTICE OF CONVERSION"), which Notice of Conversion must be received prior to 12:00 Noon, Columbus, Ohio time, at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date for the conversion, which Notice of Conversion shall specify (i) the date for the conversion; (ii) the aggregate amount of Prime Rate Loans to be converted; and (iii) and for each such Prime Rate Loan to be converted to a Eurodollar Rate Loan, the respective amount and the respective length of the initial Interest Period. Each conversion from Prime Rate Loans to Eurodollar Rate Loans shall be in the principal amount of $10,000,000 or continuationany larger amount which is an even multiple of $1,000,000. After the Borrower gives a Notice of Conversion from Prime Rate Loans to Eurodollar Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than Agent, by 10:00 A.M. three a.m., Columbus, Ohio time, two Business Days before prior to the requested date for the conversion, shall advise the Borrower of such conversion or continuationthe applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in the Notice of Conversion. Not more than two hours thereafter, the Administrative Borrower shall give Agent shall notify the Borrower (which notice may be by telephone) written irrevocable confirmation of whether or not the Borrower wants to convert the Prime Rate Loans to Eurodollar Rate Loan(s) on such requested date and, if so, the amount and the Interest Period for each such Eurodollar Rate Loan. If the Borrower's confirmation is unavailable not timely made, the Borrower shall be deemed to any have withdrawn Borrower's Notice of Conversion and the Prime Rate Loans that were the subject of such Notice of Conversion shall continue as Prime Rate Loans. If the Borrower's written confirmation is timely made, the Borrower shall be deemed to be requesting a conversion from Prime Rate Loans to Eurodollar Rate Loan(s) in the amount(s) and for the Interest Period(s) stated in the confirmation. By 2:00 p.m., Columbus, Ohio time, two Business Days prior to the requested Borrowing Date, Agent shall give telephonic or written notice to each Bank of Borrower's request for conversion, specifying (i) the date for the conversion; (ii) the aggregate amount of Prime Rate Loans to be converted; and (iii) and, for each such Prime Rate Loan to be converted to a Eurodollar Rate Loan, the respective amount, the respective Eurodollar Rate, and the respective length of the Lendersinitial Interest Period applicable thereto. All or any part of outstanding Eurodollar Rate Loans and Prime Rate Loans may be converted as provided herein, provided, further provided that (i) (unless the Required Banks otherwise consent) no Base Prime Rate Loan may be converted to into a Eurodollar Rate Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during no Prime Rate Loan may be converted into a Eurodollar Rate Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer last day of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Commitment Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect Subject to continue the limitations on the availability of Eurodollar Rate Loans, any Eurodollar Loan made to the Borrower Rate Loans may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable Agent telephonic or written notice, which notice (which may must be telephonic) received prior to the Administrative Agent12:00 Noon, in accordance with the applicable provisions Columbus, Ohio time, at least three Business Days prior to such last day of the term “then current Interest Period” set forth in Section 1.1, and which notice shall specify the amount of the Eurodollar Rate Loans to be continued as such and the respective amount and the respective length of the next Interest Period for each Eurodollar Rate Loan. After the Borrower gives such notice, Agent, by 10:00 a.m. two Business Days prior to the end of the Interest Period, shall advise the Borrower of the applicable interest rate(s) (which is the sum of the applicable Eurodollar Rate(s) and the Applicable Eurodollar Margin) for the Eurodollar Rate Loan(s) and Interest Period(s) requested in such notice. Not more than two hours thereafter, the Borrower shall give Agent written irrevocable confirmation of whether or not the Borrower wants to continue the Eurodollar Rate Loan(s) as such and, if so, the amount and the Interest Period for each such Eurodollar Rate Loan. If the Borrower's confirmation is not timely made, the Borrower shall be deemed to have withdrawn Borrower's notice for a continuation and the Eurodollar Rate Loans that were the subject of such request shall convert automatically to a Prime Rate Loan upon the expiration of the then current Interest Period. If the Borrower's written confirmation is timely made, the Borrower shall be deemed to be requesting a continuation of the Eurodollar Rate Loan(s) in the amount(s) and for the Interest Period(s) stated in such notice. Agent shall give prompt telephonic or written notice to each Bank of such request for continuation, specifying the aggregate amount of the Eurodollar Rate Loans to be continued as such and, for each such Eurodollar Rate Loan to be continued, the respective amount, the respective Eurodollar Rate, and the respective length of the Interest Period applicable to such Loansthereto. All or any part of outstanding Eurodollar Rate Loans may be continued as provided herein, provided that (i) (unless the Required Banks otherwise consent) no Eurodollar Rate Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such continuations or (ii) during no Eurodollar Rate Loan may be continued as a Eurodollar Rate Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest the Commitment Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Revolving Credit Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two one Business Days’ Day's prior irrevocable notice (which may be telephonic) of such election, PROVIDED that any such conversion of Eurodollar 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 Base Rate Loans made to the Borrower to Eurodollar Revolving Credit Loans by giving the Administrative Agent at least three Business Working Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Revolving Credit Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date . Upon receipt of such conversion or continuation, whereupon notice the Administrative Agent shall give prompt notice to the Lenders promptly notify each Bank thereof. All or any part of such request outstanding Eurodollar Revolving Credit Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneconverted as provided herein, PROVIDED that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Revolving Credit Loan (i) when any Event of Default has occurred and is continuing and unless the Administrative Agent or the Majority Lenders Required Banks have determined in its or their sole discretion not to permit that such conversions or a conversion is appropriate, (ii) during 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 period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower Any Eurodollar Revolving Credit Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided PROVIDED that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Required Banks have determined in its or their sole discretion that such a continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 2.12 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if . 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, proviso such Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

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

Conversion and Continuation Options. (a) The Borrower Borrowers may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by the Designated Borrower giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by the Designated Borrower giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of any such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuationnotice, the Administrative Agent shall promptly notify the Borrower (which notice each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or a conversion and (ii) during no Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to (i) the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery , with respect to the Administrative Agent of a written Borrowing Request appropriately completed Tranche A Loans and signed by a Responsible Officer of (ii) the Borrower. If Tranche B Termination Date, with respect to the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofTranche B Term Loans. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Designated Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.11. 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) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion not to permit such continuations a continuation or (ii) during after the date that is one month period immediately prior to (A) the Revolving Credit Termination Date, with respect to the Tranche A Loans or (B) the Tranche B Termination Date, with respect to the Tranche B Term Loans, and provided, further, that if the Designated 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 Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Rate Loans made to the Borrower to Base Reference Rate Loans by giving the Administrative applicable Loan Agent at least two Business Banking Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Reference Rate Loans made to the Borrower to Eurodollar Rate Loans by giving the Administrative applicable Loan Agent at least three Business Banking Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if . Upon receipt of any such notice the Borrower wishes to request applicable Loan Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Rate Loans having an Interest Period of twelve months in duration or Reference Rate Loans may be converted as provided in the definition of “Interest Period”herein, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further provided that no Base Rate Loan may be converted to into a Eurodollar Rate Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not provided notice to permit Borrowers that such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofis not appropriate. (b) The Borrower Any Eurodollar Rate Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by Borrower’s giving irrevocable notice (which may be telephonic) to the Administrative applicable Loan Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.11.01, of the length of the next Interest Period to be applicable to such LoansLoan, provided that no Eurodollar Rate Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion provided notice to Borrower that such a continuation of a Eurodollar Rate Loan is not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Dateappropriate, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such Loans shall be automatically converted automatically to Base Reference Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The relevant Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans Loans, by giving the Administrative Agent at least two Business Days’ one Banking Day's prior irrevocable notice of such election (which notice must be received by the Administrative Agent prior to 8:30 A.M., San Francisco time, on such Banking Day), provided that any such conversion of Eurodollar Loans may only be telephonic) made on the last day of such electionan Interest Period with respect thereto. The relevant Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Banking Days’ ' prior irrevocable notice (which may be telephonic) of such election (which notice must be received by the Administrative Agent prior to 8:30 A.M., San Francisco time, on such Banking Day). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each relevant Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate and (ii) during no Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by Date (in the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to case of conversions of Revolving Loans) or the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer date of the Borrower. If final installment of principal of the Borrower requests a conversion to a Eurodollar Loan Term Loans (in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period the case of one month. Upon receipt conversions of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans). (b) The Borrower Any Eurodollar Loans or Revolving Offshore Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 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) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Lenders have determined in its or their sole discretion that such a continuation is not to permit such continuations appropriate or (ii) during after the date that is one month period immediately prior to to, respectively, the Revolving Credit Termination Date, Date (in the case of continuations of Revolving Loans) or the date of the final installment of principal of the Term Loans (in the case of continuations of Term Loans) and provided, further, that that, if the relevant Borrower shall fail to give any required such notice as described above in this paragraph of continuation of a Eurodollar Loan or if such continuation is not permitted pursuant to the preceding provisopermitted, such Loans Eurodollar Loan shall be automatically converted automatically to a Base Rate Loans Loan on the last day of such then expiring Interest Period. Each telephonic Period and, if the relevant Borrower shall fail to give such notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of continuation of a written Borrowing Request appropriately completed and signed by a Responsible Officer Revolving Offshore Loan, such Revolving Offshore Loan shall be automatically continued for an Interest Period of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofone month.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Eurodollar Loans made (in whole or in part) to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Rate outstanding ABR Loans made to the Borrower (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each relevant Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, PROVIDED that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or Lenders holding the Majority Lenders majority of the outstanding principal amount of Loans have determined in its or their sole discretion that such conversion is not to permit such conversions or appropriate, (ii) during 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 period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, Agent of the length of the next Interest Period to be applicable to such LoansLoans 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) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or Lenders holding the Majority Lenders majority of the outstanding principal amount of Loans of such Class have determined in its or their sole discretion that such continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 5.3 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date, and providedPROVIDED, furtherFURTHER, that 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, proviso such Eurodollar Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower Subject to its obligations pursuant to Subsection 4.12(c), the applicable Borrowers may elect from time to time to convert outstanding Revolving Credit Loans from Eurodollar Loans made to ABR Loans by the Borrower to Base Rate Loans by Representative giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ Days prior irrevocable notice (which may be telephonic) of to such election. The Borrower Borrowers may elect from time to time to convert Base Rate outstanding Revolving Credit Loans made to the Borrower from ABR Loans to Eurodollar Loans by the Borrower Representative giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three two (2) Business Days’ prior irrevocable to such election. Any such notice (which may be telephonic) of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Parent 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 Termination Date. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent 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 Section 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 and, in the case of any Default (other than any Default under Subsection 9.1(f)), the Administrative Agent or has given notice to the Majority Lenders have determined in its or their sole discretion not to permit Borrower Representative that no such continuations may be made or (ii) during after the date that is one month period immediately prior to either the Revolving Credit Termination Date, and provided, further, that if the Borrower Representative 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, proviso such Eurodollar Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify the Lenders each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto provided, further, that the Borrower shall not, at any time, be permitted to convert a Eurodollar Loan that is an Alternate Currency Loan into a Base Rate Loan. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan under a particular Facility may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso (i) such Eurodollar Loans that are Dollar Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must Period and (ii) such Eurodollar Loans that are Alternate Currency Loans shall be confirmed promptly by delivery to the Administrative Agent continued as Eurodollar Loans with an Interest Period of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower1 month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Revolving Credit Loans made to the Borrower that are LIBOR Loans denominated in Dollars to Base Rate Loans Loans, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election; provided that any such conversion of 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 Base Rate Loans made to the Borrower to Eurodollar LIBOR Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to LIBOR Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Bank thereof. All or any part of such request outstanding LIBOR Loans denominated in Dollars and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneconverted as provided herein; provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar LIBOR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion to not to permit such conversions or a conversion; (ii) during any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened; and (iii) no Loan may be converted into a LIBOR Loan after the date that is one month period immediately prior to the Revolving Credit final Termination Date. Each telephonic notice by the Borrower pursuant to For purposes of this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion subsection, any reference to a Eurodollar Base Rate Loan in any Borrowing Request, but fails to specify an Interest Period, it will shall be deemed to have specified an Interest Period of one month. Upon receipt of exclude any such notice the Administrative Agent shall promptly notify the Lenders thereofSwing Line Loan. (b) The Borrower Any Revolving Credit Loans that are LIBOR Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving at least three Business Days’ prior irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 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) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion to not to permit such continuations or a continuation; (ii) during if, after giving effect thereto, subsection 2.8 would be contravened; or (iii) after the date that is one month period immediately prior to the Revolving Credit final Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each Bank thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such 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 Base Rate Loans made to the Borrower 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 notice (which may be telephonic) of to such election conversion (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each Lender thereof. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Lenders have determined in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Datecontinuations, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such Eurodollar Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each Lender thereof.. 084421 000400 DALLAS 2675603.7 [Eighth Amended and Restated Credit Agreement]

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent irrevocable notice of such election prior to 11:00 A.M., New York City time, at least two Business Days’ prior irrevocable notice (which thereto, provided that any such conversion of Eurodollar Loans may only be telephonic) made on the last day of such electionan Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Dateconversions. Each telephonic notice by the Borrower pursuant to this Section 2.9 2.7(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan Loans in any Borrowing Requestsuch Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Lender thereof and the Lenders thereofamount of its Percentage of such conversion of Revolving Loans. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Loan. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that (i) no Eurodollar Loan under the Revolving Credit Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion not to permit such continuations or continuations, and (ii) during any such continuation of Eurodollar Loans may only be made on the one month period immediately prior to the Revolving Credit Termination Datelast day of an Interest Period with respect thereto, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. Each telephonic notice by the Borrower pursuant to this Section 2.9 2.7(b) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a continuation of Eurodollar Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Lender thereof, the Lenders thereofamount of its Percentage of the applicable Revolving Loans and, if applicable, the details of any automatic conversion to ABR Loans described in the immediately preceding proviso.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert Eurodollar EurodollarTerm SOFR Loans made to the Borrower to Base ABR Loans or Daily Floating Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (of such election, which may be telephonicgiven by (1) telephone, or (2) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each Loan Notice must be received by the Administrative Agent no later than 12:00 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such electionconversion of EurodollarTerm SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert Base ABR Loans or Daily Floating Rate Loans made to the Borrower to Eurodollar EurodollarTerm SOFR Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 12:00 P.M., New York City time, on the thirdsecond Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base ABR Loan or Daily Floating Rate Loan under a particular Facility may be converted to into a Eurodollar EurodollarTerm SOFR Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice Loan Notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (ba) The Borrower Any EurodollarTerm SOFR Loan may elect to continue any Eurodollar Loan made to the Borrower 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 (which may be telephonicgiven by (1) telephone, or (2) a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative AgentAgent of a Loan Notice), in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar EurodollarTerm SOFR Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Datecontinuations, and provided, further, that if the any 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 Loans shall be automatically converted automatically to Base Daily Floating Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice Loan Notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.. CHAR1\1969725v1CHAR1\1969725v3

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that in the event any such conversion of Eurodollar Loans is not made on the last day of an Interest Period, the Company shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 6.14. The Borrower Company may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if . Upon receipt of any such notice the Borrower wishes to request Agent shall 41 35 promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans having an Interest Period of twelve months in duration and ABR Loans may be converted as provided in the definition of “Interest Period”herein, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower provided that (which notice may be by telephonei) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate and (ii) during no Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by Date or the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to date final payment is due on the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 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) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a continuation is not to permit such continuations appropriate or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination Date, Date and provided, further, that 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 Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans made from Eurocurrency Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Loans made from ABR Loans to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Maturity Date. (b) The Borrower Any Eurocurrency Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent 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 Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, 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 the Administrative Agent or has given notice to the Majority Lenders have determined in its or their sole discretion not to permit Borrower that no such continuations may be made or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination Maturity Date, and provided, further, that 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 Eurocurrency Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this subsection 3.2(b), the Administrative Agent shall promptly notify the Lenders each affected Lender thereof.

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

Conversion and Continuation Options. (a) The Borrower Subject to subsection 4.12, the Company may elect from time to time to convert Eurodollar Loans made to the Borrower to into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, to be received by the Administrative Agent prior to 2:00 P.M., New York City time, at least three Business Days prior to the proposed conversion date. The Borrower Company may elect from time to time to convert all or a portion of the Alternate Base Rate Loans made to the Borrower (other than Swing Line Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); providedelection, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four prior to 2:00 P.M., New York City time, at least three Business Days prior to the requested date of such proposed conversion or continuationdate, whereupon specifying the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion selected therefor, and, unless a Default or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior given written notice thereof to the Revolving Credit Termination Date. Each telephonic notice by Company, such conversion shall be made on the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to requested conversion date or, if such requested conversion date is not a Business Day, on the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthnext succeeding Business Day. Upon receipt of any such notice pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each Lender thereof. All or any part of the Lenders outstanding Loans (other than Swing Line Loans) may be converted 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 Loans outstanding in respect of any one Interest Period shall be at least $2,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1subsection Error! Reference source not found., 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) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have have, by written notice to the Company, determined in its or their sole discretion that such a continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 4.1(b) would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if Date (in the Borrower shall fail to give any required notice as described above in this paragraph case of continuations of Revolving Loans) or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer Maturity Date of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans, as applicable.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Eurodollar Loans made to the Borrower (in whole or in part) to Base Rate Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert outstanding Base Rate Loans made to the Borrower (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion that such conversion is not to permit such conversions or appropriate, (ii) during any such conversion may only be made if, after giving effect thereto, subsection 6.3 shall not have been violated and (iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, Agent 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) when any Event Loans in accordance with the applicable provisions of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring term "Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof." set forth in subsection

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

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

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans from Eurocurrency Loans made or outstanding to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ Day’s prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Loans made or outstanding from ABR Loans to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of any such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuationnotice, the Administrative Agent shall promptly notify the Borrower (which notice each Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be by telephoneconverted as provided herein; provided that (i) whether or not (unless the requested Interest Period is unavailable to any of the Lenders, provided, further that Required Lenders otherwise consent) no Base Rate Loan may be converted to into a Eurodollar Eurocurrency Loan (i) when any payment Event of Default has occurred and is continuing and the Administrative Agent or has given notice to the Majority Lenders have determined in its or their sole discretion not to permit Borrower that no such conversions or may be made and (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must no Loan may be confirmed promptly by delivery to the Administrative Agent of converted into a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Eurocurrency Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified with an Interest Period of longer than one month. Upon receipt of any such notice month after the Administrative Agent shall promptly notify the Lenders thereof. (b) The Borrower may elect to continue any Eurodollar Loan made date that is one month prior to the Borrower Maturity Date. Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Eurocurrency Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any payment Event of Default has occurred and is continuing and the Administrative Agent or has given notice to the Majority Lenders have determined in its or their sole discretion not to permit Borrower that no such continuations may be made or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Eurocurrency Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this Section 4.2(b), the Administrative Agent shall promptly notify each Lender thereof. If the Lenders thereofBorrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to ABR Loans. Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a conversion to, or continuation of Eurocurrency Loans in any notice required pursuant to clauses (a) or (b) above, as applicable, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Minimum Amounts; Maximum Sets. All borrowings, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Eurocurrency Loans comprising each Set shall be no less than $25,000,000 (provided that, notwithstanding the foregoing, any Loan may be converted or continued in its entirety), and so that there shall not be more than 15 Sets at any one time outstanding (or such greater number as may be reasonably acceptable to the Administrative Agent).

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

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans Loans, by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneConverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate, (ii) during any such Conversion may only be made if, after giving effect thereto, Section 6.3 shall not have been contravened, and (iii) no Loan may be Converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by Date (in the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to case of Conversions of Revolving Credit Loans) or the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer date of the Borrower. If final installment of principal (in the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period case of one month. Upon receipt Conversions of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans and Acquisition Loans). (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower may be Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued Continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a Continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, Section 6.3 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date, Date (in the case of Continuations of Revolving Credit Loans) or the date of the final installment of principal (in the case of Continuations of Term Loans and Acquisition Loans) and provided, further, that if the Borrower 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 provisothis Section 6.2, such Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

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

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Rate Loans made to the Borrower denominated in Dollars to Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such electionelection no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date; provided that, subject to Section 2.17, any such conversion of Eurocurrency Rate Loans denominated in Dollars, may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Eurocurrency Rate Loans denominated in Dollars, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Eurocurrency Rate Loan (i) denominated in Dollars, when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. (b) The Borrower Any Eurocurrency Rate Loan or CDOR Rate Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) 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 Loans, ; provided that no Eurodollar Eurocurrency Rate Loan denominated in Dollars may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Date, and continuations; provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, proviso such Loans denominated in Dollars shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by Period and, if the Borrower pursuant shall fail to this Section 2.9 must be confirmed promptly by delivery give such notice of continuation of a Multicurrency Revolving Loan prior to the Administrative Agent third Business Day preceding such continuation, such Multicurrency Revolving Loan shall be automatically continued for an Interest Period of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrowerone month. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender and, if applicable, the Lenders Multicurrency Administrative Agent thereof.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans made from Eurocurrency Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of 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 Base Rate outstanding Term Loans made from ABR Loans to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Term Loan may be converted into a 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 Eurocurrency Loan after the date that is one month prior to the Maturity Date therefor. (b) The Borrower Any Eurocurrency Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent 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 Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, 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 and, in the case of any Default, the Administrative Agent or has given notice to the Majority Lenders have determined in its or their sole discretion not to permit Parent Borrower that no such continuations may be made or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination DateMaturity Date therefor, and provided, further, that 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, proviso such Eurocurrency Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this subsection 3.2(b), the Administrative Agent shall promptly notify the Lenders each affected Lender thereof.

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

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Alternate Base Rate Loans by giving the Administrative Agent at least two (2) Business Days’ ' prior irrevocable notice (which may be telephonic) of such election; provided that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (election, which notice shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor); provided, however, that if . Upon receipt of any such notice the Borrower wishes to request Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans having an Interest Period of twelve months in duration and Alternate Base Rate Loans may be converted as provided in the definition of “Interest Period”herein, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further provided that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Agent has or the Required Banks have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests subsection 2.12 that such a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofis not appropriate. (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan made to the Borrower as such upon the expiration of the then current designated Eurodollar Interest Period with in respect thereto of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, election; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Administrative Agent or the Majority Lenders have determined Eurodollar Interest Period with respect thereto in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofaccordance with subsection 2.2.

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

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower Representative may elect from time to time to convert Base Rate outstanding Loans made to the Borrower of a given Tranche from ABR Loans to Eurodollar Loans Loans, by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurodollar Loans or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such conversions may be made, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the applicable Maturity Date and (iii) no Loan denominated in Euro may be converted to ABR Loans. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower or EURIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such Eurodollar Loan or EURIBOR Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section Subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan denominated in Dollars 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 and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent or has given notice to the Majority Lenders have determined in its or their sole discretion not to permit Borrower Representative that no such continuations may be made or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination applicable Maturity Date, and provided, further, that if the Borrower Representative 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, proviso any such Eurodollar Loans denominated in Dollars shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period and any such EURIBOR Loans denominated in Euro shall be continued as EURIBOR Loans for an additional one month Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify the Lenders each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Eurodollar Loans made (in whole or in part) to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding ABR Loans made to the Borrower (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each relevant Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan may be converted to into a Eurodollar Loan (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion that such conversion is not to permit such conversions or appropriate, (ii) during 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 period immediately prior to the Revolving Credit Termination Date or the Term Loan Maturity Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofas applicable. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, Agent of the length of the next Interest Period to be applicable to such Loans determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section 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) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion that such continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 4.3 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable; and provided, further, that 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 converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery shall, subject to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer preceding proviso, be automatically continued as such, with the length of the Borrowernext Interest Period to be 30 days. Upon receipt of any such notice pursuant to this subsection 4.2(b), the Administrative Agent shall promptly notify the Lenders each Lender thereof.

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

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurodollar Loans may be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Required Lenders have have, determined in its or their sole discretion not to permit such conversions or (ii) during the after such date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by Date or, if the Borrower Revolving Credit Loans are converted pursuant to this Section 2.9 must be confirmed promptly by delivery to 2.3, the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Term Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthMaturity Date. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each Lender thereof. (b) The Borrower may elect to continue any Eurodollar Loan made to the Borrower as such upon the expiration of the then current Interest Period with respect thereto by giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Required Lenders have have, determined in its or their sole discretion not to permit such continuations or (ii) during the after such date that is one month period immediately prior to the Revolving Credit Facility Termination Date or, if the Revolving Credit Loans are converted pursuant to Section 2.3, the Term Loan Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof.

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

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans made from Eurocurrency Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Loans made from ABR Loans to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Maturity Date. (b) The Borrower Any Eurocurrency Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent 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 Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, 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 the Administrative Agent or has given notice to the Majority Lenders have determined in its or their sole discretion not to permit Borrower that no such continuations may be made or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination Maturity Date, and provided, further, that 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 Eurocurrency Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this subsection 3.2(b), the Administrative Agent shall promptly notify the Lenders each affected Lender thereof.

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

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Revolving Credit Loans that are Eurodollar Loans made denominated in Dollars to the Borrower to Base Rate Loans ABR Loans, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of 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 Base Rate ABR Loans made to the Borrower to Eurodollar Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Bank thereof. All or any part of such request outstanding Eurodollar Loans denominated in Dollars and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Loans may be by telephoneconverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate, (ii) during any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant For purposes of this subsection, any reference to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar an ABR Loan in any Borrowing Request, but fails to specify an Interest Period, it will shall be deemed to have specified an Interest Period of one month. Upon receipt of exclude any such notice the Administrative Agent shall promptly notify the Lenders thereofSwing Line Loan. (b) The Borrower Any Revolving Credit Loans that are Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 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) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders Banks have determined in its or their sole discretion that such a continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 2.8 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each Bank thereof.

Conversion and Continuation Options. (a) The Borrower Borrowers may elect from time to time to convert Convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided, that any such Conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Borrowers may elect from time to time to convert Convert Base Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice Base Rate Loans may be by telephoneConverted as provided herein, provided that (i) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to Converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a Conversion is not to permit such conversions or appropriate, (ii) during any such Conversion may only be made if, after giving effect thereto, Section 5.3 shall not have been contravened, and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by Date (in the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to case of Conversions of Revolving Credit Loans) or the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer date of the Borrower. If final installment of principal (in the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period case of one month. Upon receipt Conversions of any such notice the Administrative Agent shall promptly notify the Lenders thereofTerm Loans). (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be Continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrowers giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided provided, that no Eurodollar Loan may be continued Continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion that such a Continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, Section 5.3 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date, Date (in the case of Continuations of Revolving Credit Loans) or the date of the final installment of principal (in the case of Continuations of Term Loans) and provided, further, that if the Borrower Borrowers 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 Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

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

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

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two three Business Days’ (or, in the case of Eurodollar Loans denominated in Alternate Currency that are to be continued, at least four Business Days’) prior irrevocable telephonic notice confirmed promptly in writing in form and substance as provided in Exhibit O (which may telephonic notice must be telephonicreceived by the Administrative Agent not later than 12:00 Noon, New York City time) of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. If on any date the aggregate Dollar Equivalent principal amount of all Eurodollar Loans denominated in Alternate Currency exceeds the Euro Sublimit, one or more of the U.S. Borrowers shall promptly make a prepayment of such Eurodollar Loans (in accordance with the procedures set forth in this paragraph) in an aggregate amount equal to or greater than such excess. The Parent Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable telephonic notice confirmed promptly in writing in form and substance as provided in Exhibit O (which may telephonic notice must be telephonicreceived by the Administrative Agent not later than 12:00 Noon, New York City time) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate ABR Loan under a particular Facility may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Requisite Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthconversions. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders each relevant Lender thereof. Loans consisting of Alternate Currency Revolving Loans may not be converted to ABR Loans. (b) The Borrower may elect to continue any Any Eurodollar Loan made to the Borrower may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Requisite Lenders in respect of such Facility have determined in its or their sole discretion not to permit such continuations or (ii) during the one month period immediately prior to the Revolving Credit Termination Datecontinuations, and provided, further, that 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, proviso such Loans other than Alternate Currency Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Eurodollar Loans denominated in an Alternate Currency shall not be converted to an ABR Loan, but shall continue as a Eurodollar Loan having an Interest Period of one month in the Lenders thereofcircumstance described above.

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

Conversion and Continuation Options. (a) The Borrower Subject to subsection 4.12, the Company may elect from time to time to convert Eurodollar Loans made to the Borrower to into Alternate Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, to be received by the Administrative Agent prior to 2:00 P.M., New York City time, at least three Business Days prior to the proposed conversion date. The Borrower Company may elect from time to time to convert all or a portion of the Alternate Base Rate Loans made to the Borrower (other than Swing Line Loans) then outstanding to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); providedelection, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four prior to 2:00 P.M., New York City time, at least three Business Days prior to the requested date of such proposed conversion or continuationdate, whereupon specifying the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion selected therefor, and, unless a Default or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior given written notice thereof to the Revolving Credit Termination Date. Each telephonic notice by Company, such conversion shall be made on the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to requested conversion date or, if such requested conversion date is not a Business Day, on the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one monthnext succeeding Business Day. Upon receipt of any such notice pursuant to this subsection 4.2, the Administrative Agent shall promptly notify each Lender thereof. All or any part of the Lenders outstanding Loans (other than Swing Line Loans) may be converted 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 Loans outstanding in respect of any one Interest Period shall be at least $2,000,000 or a whole multiple of $1,000,000 in excess thereof. (b) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Company giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 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) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Required Lenders have have, by written notice to the Company, determined in its or their sole discretion that such a continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, subsection 4.1(b) would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date (in the case of continuations of Revolving Loans or Additional Revolving Loans) or the Maturity Date of the Tranche B Term Loans, as applicable; provided further that, the Interest Period applicable to Converted Term Loans that are Eurodollar Loans shall be deemed to commence on the Closing Date, and provided, further, that if the Borrower shall fail Interest Period applicable thereto immediately prior to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans conversion shall be converted automatically deemed to Base Rate Loans expire on the last day of Closing Date (it being understood that accrued interest will be due on the Closing Date with respect to such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereofLoans).

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert convert, in whole or in part, any Revolving Credit Borrowing comprised of Eurodollar Loans made to the such Borrower to a Revolving Credit Borrowing comprised of Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election. The Any Borrower may elect from time to time to convert convert, in whole or in part, any Revolving Credit Borrowing comprised of Base Rate Loans made to the such Borrower to a Revolving Credit Borrowing comprised of Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which notice shall specify the length of the initial Interest Period therefor); provided, however, that if the either Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, (i) the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. 1:00 p.m., New York City time, four Business Days prior to the requested date of such conversion or continuationconversion, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether each of the Lenders consents to such requested Interest Period is unavailable to any of them. Not and (ii) not later than 10:00 A.M. a.m., New York City time, three Business Days before the requested date of such conversion or continuationconversion, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable has been consented to by all Lenders. Each partial conversion of any Revolving Credit Borrowing comprised of the Lenders, provided, further that no Base Rate Loan may be converted to Loans into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination DateBorrowing comprised of Eurodollar Loans shall be in an aggregate amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. Each partial conversion of any Revolving Credit Borrowing shall be allocated among the Lenders holding the Loans comprising such Revolving Credit Borrowing in accordance with their Revolving Credit Percentages. Each telephonic notice by the any Borrower pursuant to this Section 2.9 2.7(a) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the applicable Borrower. Subject to Section 2.15, any such notice or Borrowing Request may be revoked by the applicable Borrower at any time prior to the time that the applicable conversion would otherwise become effective. If the a Borrower requests a conversion to a Revolving Credit Borrowing comprised of Eurodollar Loan in any Borrowing Request, Loans but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (b) The Any Borrower may elect to continue continue, in whole or in part, any Revolving Credit Borrowing comprised of Eurodollar Loan Loans made to the such Borrower as such upon the expiration a Revolving Credit Borrowing of the then current same Type, and may elect Interest Period with respect thereto Periods therefor, by giving irrevocable the Administrative Agent at least three Business Days’ prior notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of such election (which notice shall specify the length of the next elected Interest Period therefor); provided, however, that if either Borrower wishes to be applicable to continue such LoansRevolving Credit Borrowing as Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the applicable notice must be received by the Administrative Agent or not later than 1:00 p.m., New York City time, four Business Days prior to the Majority requested date of such continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders have determined in its or their sole discretion not of such request and determine whether each of the Lenders consents to permit such continuations or requested Interest Period and (ii) during not later than 10:00 a.m., New York City time, three Business Days before the one month period immediately prior requested date of such continuation, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to the by all Lenders. Each partial continuation of any such Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans Borrowing shall be converted automatically in an aggregate amount equal to Base Rate $1,000,000 or a whole multiple of $500,000 in excess thereof. Each partial continuation of any such Revolving Credit Borrowing shall be allocated among the Lenders holding the Eurodollar Loans on the last day of comprising such then expiring Interest PeriodRevolving Credit Borrowing in accordance with their Revolving Credit Percentages. Each telephonic notice by the any Borrower pursuant to this Section 2.9 2.7(b) must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the applicable Borrower. Subject to Section 2.15, any such notice or Borrowing Request may be revoked by the applicable Borrower at any time prior to the time that the applicable continuation would otherwise become effective. If a Borrower requests a continuation of a Revolving Credit Borrowing comprised of Eurodollar Loans but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof. (c) If the applicable Borrower fails to deliver a timely notice of conversion or continuation of any Revolving Credit Borrowing comprised of Eurodollar Loans prior to the end of the Interest Period applicable thereto, then, unless such Revolving Credit Borrowing is repaid as provided herein, at the end of such Interest Period such Revolving Credit Borrowing shall be converted to a Revolving Credit Borrowing comprised of Base Rate Loans. (d) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request or with the consent of the Majority Lenders, has notified the Borrowers of the election to give effect to this paragraph on account of such Event of Default, then, in each such case, so long as such Event of Default is continuing, (i) no outstanding Revolving Credit Borrowing may be converted to or continued as a Revolving Credit Borrowing comprised of Eurodollar Loans and (ii) unless repaid, each Revolving Credit Borrowing comprised of Eurodollar Loans shall, at the end of the Interest Period applicable thereto, be converted to a Revolving Credit Borrowing comprised of Base Rate Loans.

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

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

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert Eurodollar outstanding Loans made of a given Tranche denominated in Dollars from EurodollarTerm SOFR Rate Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) of prior to such election. The Borrower may elect from time to time to convert Base outstanding Loans of a given Tranche from ABR Loans to EurodollarTerm SOFR Rate Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days’ prior irrevocable notice Days (which or such shorter period as may be telephonicagreed by the Administrative Agent in its reasonable discretion) prior to such election. Any such notice of such election (which notice conversion to EurodollarTerm SOFR Rate Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding EurodollarTerm SOFR Rate Loans denominated in Dollars or ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders thereofotherwise consent) no Loan may be converted into a EurodollarTerm SOFR Rate Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a EurodollarTerm SOFR Rate Loan after the date that is one month prior to the applicable Maturity Date. (b) The Borrower Any EurodollarTerm SOFR Rate Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent of the length of the next Interest Period to be applicable to such EurodollarTerm SOFR Rate Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Section Subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar EurodollarTerm SOFR Rate Loan denominated in Dollars 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 and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent or has given notice to the Majority Lenders have determined in its or their sole discretion not to permit Borrower that no such continuations may be made or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination applicable Maturity Date, and provided, further, that 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, proviso such EurodollarTerm SOFR Rate Loans shall be automatically converted automatically to Base Rate ABR Loans as on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify the Lenders each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate Loans by giving the Administrative Agent at least two Business Days’ ' prior irrevocable notice (which may be telephonic) of such election, provided, that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans made to the Borrower (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ ' prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans or Base Rate Loans (other than Swing Line Loans) may be converted as provided herein, provided, that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Required Term Loan Lenders thereofor the Required Revolving Credit Lenders, as applicable, have determined that such 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 Revolving Credit Termination 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) The Borrower Any Eurodollar Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “"Interest Period” " set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided provided, that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent Required Term Loan Lenders or the Majority Lenders Required Revolving Credit Lenders, as applicable, have determined in its or their sole discretion that such a continuation is not to permit such continuations appropriate or (ii) during after the date that is one month period immediately or 30 days prior to to, respectively, the Revolving Credit Termination Date, Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of continuations of Term Loans) and provided, further, that 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 Loans shall be automatically converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two one Business Days’ prior irrevocable notice (which may be telephonic) of such election; provided, that any such conversion of Eurodollar Loans which does not occur on the last day of an Interest Period shall be subject to Section 3.13. The Each Borrower may elect from time to time to convert Base Rate ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period . Upon receipt of twelve months in duration as provided in the definition of “Interest Period”, the applicable any such notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders promptly notify each Lender thereof. All or any part of such request outstanding Eurodollar Loans and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice ABR Rate Loans may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, converted as provided herein; provided, further that (i) no Base Rate Loan may be converted to into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have has determined in its or their sole discretion that such a conversion is not to permit such conversions or appropriate and (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice conversion may only be made if, after giving effect thereof, Section 3.6 shall not have been contravened. For the Administrative Agent avoidance of doubt, no conversion of Eurocurrency Loans shall promptly notify the Lenders thereofbe permitted hereunder. (b) The Borrower Any Eurodollar Loans or Eurocurrency Loans may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the relevant Borrower giving irrevocable notice (which may be telephonic) to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan or Eurocurrency Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have has determined in its or their sole discretion that such a continuation is not to permit such continuations or appropriate, (ii) during if, after giving effect thereto, Section 3.6 would be contravened or (iii) after the date that is one month period immediately prior to the Revolving Credit Termination Date or the Incremental Term Loan Maturity Date, as applicable, and provided, further, that that, with respect to Eurodollar Loans only, if the relevant Borrower shall fail to give any required notice as described above in this paragraph subsection 3.5(b) or if such continuation is not permitted pursuant to the preceding proviso, proviso such Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice the Administrative Agent shall promptly notify the Lenders thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Term Loans made from Eurocurrency Loans to the Borrower to Base Rate ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice (which may be telephonic) of such election, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans made from ABR Loans to the Borrower to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice (which may be telephonic) of such election (which election. Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor); provided, however, that if the Borrower wishes to request Eurodollar Loans having an Interest Period of twelve months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Business Days prior to the requested date of such conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is unavailable to any of them. Not later than 10:00 A.M. three Business Days before the requested date of such conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is unavailable to any of the Lenders, provided, further that no Base Rate Loan may be converted to a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Lenders have determined in its or their sole discretion not to permit such conversions or (ii) during the one month period immediately prior to the Revolving Credit Termination Date. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. If the Borrower requests a conversion to a Eurodollar Loan in any Borrowing Request, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Upon receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) no Term Loan may be converted into a Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders thereofhave given notice to the Borrower that no such conversions may be made, and (ii) no Term Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Non-Extended Term Loan Maturity Date (in the case of conversions of Non-Extended Term Loans) or the Extended Term Loan Maturity Date (in the case of conversions of Extended Term Loans). (b) The Borrower Any Eurocurrency Loan may elect to continue any Eurodollar Loan made to the Borrower be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice (which may be telephonic) to the Administrative AgentAgent 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 Section subsection 1.1, of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Required Lenders have determined in its or their sole discretion not given notice to permit the Borrower that no such continuations may be made or (ii) during after the date that is one month period immediately prior to the Revolving Credit Termination DateNon-Extended Term Loan Maturity Date (in the case of continuations of Non-Extended Term Loans) or the Extended Term Loan Maturity Date (in the case of continuations of Extended 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 Eurocurrency Loans shall be automatically converted automatically to Base Rate ABR Loans on the last day of such then expiring Interest Period. Each telephonic notice by the Borrower pursuant to this Section 2.9 must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request appropriately completed and signed by a Responsible Officer of the Borrower. Upon receipt of any such notice of continuation pursuant to this subsection 3.2(b), the Administrative Agent shall promptly notify the Lenders each affected Lender thereof.

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