Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election 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 may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date, ; provided that if any such conversion of Eurocurrency Loans may only be made Loan is so converted on any day other than the last day of an the Interest Period with respect applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans made to the Borrower to Eurocurrency Loans by giving the Administrative Agent prior irrevocable written notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary relevant Borrower may elect from time to time to convert Eurocurrency Revolving Credit Loans denominated in Dollars (or, subject to Section 2.10(f), a portion thereof) to ABR Revolving Credit Loans on the last day of an Interest Period with respect thereto by giving the Administrative Agent prior irrevocable notice of such election 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 may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary relevant Borrower may elect from time to time to convert ABR Revolving Credit Loans (subject to Section 2.10(f)) to Eurocurrency Revolving Credit Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Revolving Credit Loans shall specify the length of the initial Interest Period therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurocurrency Revolving Credit Loans and ABR Revolving Credit Loans may be converted as provided herein; provided, provided that no ABR Revolving Credit Loan under a particular Facility may be converted into a Eurocurrency Revolving Credit Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofa conversion.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice notice, in substantially the form attached hereto as Exhibit F, of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans denominated in the Base Currency to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 10:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in the Base Currency by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon10:00 A.M., New York City time, on the third fourth (4th) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving having the Borrowers’ Representative give the Administrative Agent at least one Business Day’s prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Borrowers’ Representative may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion 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 permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofTermination Date.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election pursuant to an Interest Election Request no later than 11:00 A.M.2:00 P.M., New York City timeLocal Time, on the Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans denominated in Dollars to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon2:00 P.M., New York City timeLocal Time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined by written notice in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and reborrowed in the other currency.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower the Co-Borrower, as applicable, may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower the Co-Borrower, as applicable, may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the Business Day preceding the proposed conversion date; provided, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date; provided, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit G of such election no later than 12:00 Noon11:00 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, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Revolving Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election 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 Eurocurrency Term Benchmark Revolving Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Revolving Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Revolving Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert outstanding Revolving Loans from Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, 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 or any Subsidiary Borrower Representative (on behalf of the applicable Borrower) may elect from time to time to convert outstanding Revolving Loans from ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) no Revolving 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 have given notice to the Borrower Representative that no such conversions may be made, and (ii) no Revolving Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Maturity Date.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the second Business Day preceding the proposed conversion date, ; provided that if any such conversion of Eurocurrency Loans may only be made Eurodollar Loan is so converted on any day other than the last day of an the Interest Period with respect applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans made to Eurocurrency the Borrower to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K 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 Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert Eurocurrency Loans that are denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:30 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon3:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date(which notice may be given by telephone confirmed promptly in writing), provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary 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 ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefortherefore and may be given by telephone confirmed promptly in writing), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency 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 conversionsconversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility (or in the case that the Loans requested to be converted are Revolving Credit 1 Loans, after the date that is one month prior to the Scheduled Revolving Credit 1 Termination Date). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert outstanding Loans from Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, 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 or any Subsidiary Borrower may elect from time to time to convert outstanding Loans from ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant affected Lender thereof. All or any part of outstanding Eurocurrency Loans and ABR Loans may be converted as provided herein, provided that (i) 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 or the Required Lenders have 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 applicable Maturity Date.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election by submitting an Interest Election Request no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice Interest Election Request shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice Interest Election Request the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election 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 may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election 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 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 ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit H-5 no later than 12:00 Noon, New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan in excess of one month 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. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit J of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided provided, that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in the form of Exhibit J of such election no later than 12:00 Noon11:00 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 provided, that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least one Business Day prior irrevocable notice of such election no not later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no not later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided provided, that any such conversion of Eurocurrency Loans may only be that is not made on the last day of an Interest Period with respect theretothereto shall be subject to Section 2.25. The Borrower Company or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan denominated in Dollars when (after giving effect to such Loan and to the application of proceeds thereof) 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 conversionsconversions (and the Administrative Agent shall notify the Company within a reasonable amount of time of any such determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender Lender, the Company and any relevant Subsidiary Borrower thereof.

Conversion and Continuation Options. (a) The Borrower or and any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election 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 Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or and any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice written notice, substantially in the form of Exhibit I, of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, election; provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans (other than ABR Loans which are Swingline Loans) to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable written notice, substantially in the form of Exhibit I, of such election. Any such notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein; provided that (x) no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a conversion is not appropriate and (y) no Swingline Loan may be converted to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofa Eurodollar Loan.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Any Borrower may elect from time to time to convert Eurocurrency Loans of such Borrower under any Facility denominated in Dollars to ABR Base Rate Loans under such Facility by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election no later than 11:00 A.M.election, New York City time, on the Business Day preceding the proposed conversion date, provided PROVIDED that any such conversion of Eurocurrency Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Any Borrower may elect from time to time to convert ABR Base Rate Loans under any Facility to Eurocurrency Loans in Dollars under such Facility by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided PROVIDED that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Working Capital Facility Administrative Agent prior irrevocable notice of such election 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 Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Working Capital Facility Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Working Capital Facility Administrative Agent or the Working Capital Facility Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Working Capital Facility Administrative Agent shall promptly notify each relevant Working Capital Facility Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert Eurocurrency Eurodollar Loans made to the Borrowers to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the second Business Day preceding the proposed conversion date, ; provided that if any such conversion of Eurocurrency Loans may only be made Eurodollar Loan is so converted on any day other than the last day of an the Interest Period with respect applicable thereto, the Borrowers shall also pay any amounts owing pursuant to Section 2.21. The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert ABR Loans made to Eurocurrency the Borrowers to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Dollar Loans that are Eurocurrency Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election 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 Dollar Loans that are Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Except as provided in Section 2.21(a), no Eurocurrency Loan may be converted to a Loan denominated in a different currency.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election 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 Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable (except in the event of circumstances arising under Sections 2.10 or 2.12) notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular the Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K 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 Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarSOFR Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice notice, in substantially the form attached hereto as Exhibit F, of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarSOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency EurodollarSOFR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency EurodollarSOFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Any Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans or Daily Floating Rate Loans by giving the Administrative Agent prior irrevocable notice of such election election, which may be given 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.12:00 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Any Borrower may elect from time to time to convert ABR Loans or Daily Floating Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 NoonP.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 that no ABR Loan or Daily Floating Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice Loan Notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date; provided that, provided that subject to Section 2.17, 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 or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan denominated in Dollars when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon making such determination the Administrative Agent shall promptly notify the Borrower thereof. Upon receipt of any such the Borrower’s conversion notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day prior irrevocable notice of such election no not later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no not later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election with delivery of a Conversion/Continuation Notice no later than 11:00 A.M., 12:00 Noon (New York City time) two Business Days in advance thereof; provided that, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, Noon (New York City time, on the third ) two Business Day preceding the proposed conversion date Days in advance thereof (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date (as in effect from time to time). Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 11:00 10:00 A.M., New York City Eastern time, on the Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto (it being understood and agreed that the Borrower may convert any such Eurodollar Loans on another date as long as the Borrower makes any payments required under Section 2.18). The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans (other than Swing Loans) to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 12:00 Noon10:00 A.M., New York City Eastern time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionscontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Company Borrower or any Subsidiary and/or Tower Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.3:00 P.M., New York City time, on the Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company Borrower or any Subsidiary and/or Tower Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon3:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that further, that, no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionscontinuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election no later than (which notice must be received by the Administrative Agent prior to 11:00 A.M.a.m., New York City time, on the Business Day preceding the proposed conversion date), provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on is subject to the last day terms of an Interest Period with respect theretosubsection 4.14. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon(which notice must be received by the Administrative Agent prior to 11:00 a.m., New York City time, on the third Business Day preceding the proposed ) of such election. Any such notice of conversion date (which notice to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may be converted as provided herein, provided that (i) no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion 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 permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofTermination Date.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election no later than at or before 11:00 A.M., A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion dateand of the amount to be converted, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noonat or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion date (which and of the amount to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate 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 then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date with respect to such Loan.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by the Company giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day (or such later time as may be agreed to by Administrative Agent in its sole discretion) immediately preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Company may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by the Company giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day (or such later time as may be agreed to be Administrative Agent in its sole discretion) immediately preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Subject to the restrictions on borrowings of Eurodollar Loans set forth in the definition thereof, the Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 11:00 A.M., New York City time, 10:00 A.M. on the Business Day preceding the proposed conversion date, ; provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Subject to the restrictions on conversions of ABR Loans into Eurodollar Loans set forth in the definition thereof, the Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 12:00 Noon, New York City time, 10:00 A.M. on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionscontinuing. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Subject to its obligations pursuant to Section 4.12(c), the Borrower may elect from time to time to convert Eurocurrency outstanding Loans of a given Tranche from Eurodollar Loans to ABR Loans by the Borrower giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.prior to 1:00 P.M., New York City time, on the time two Business Day preceding the proposed conversion date, provided that any Days prior to such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary Borrower may elect from time to time to convert outstanding Term Loans of a given Tranche from ABR Loans to Eurocurrency Loans Eurodollar Loans, by the Borrower giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noonprior to 1:00 P.M., New York City time, on the third time at least three Business Day preceding the proposed prior to such election. Any such notice of conversion date (which notice to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant 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 otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default (other than a Default under Section 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Date.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election (but no later than 11:00 A.M.12:00 Noon, New York City time, time on the Business Day preceding the proposed conversion dateimmediately prior to such election), provided that unless the Borrower elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loans related costs to be incurred by the Borrower under this Agreement with respect to any prepayment or conversion of such Eurodollar Loans prior to the end of an Interest Period, any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable written (or telephonic promptly confirmed in writing) notice of such election no later than by 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date time (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect have determined that such a conversion is not appropriate or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility have determined in its or their sole discretion not to permit such conversionsFacility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans a Base Rate Loan to ABR Loans a Eurodollar Loan by giving the Administrative Agent prior irrevocable notice of such election an Interest Period Notice no later than 11:00 A.M.a.m., New York City time, on the three Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent Days prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date thereto (which notice shall specify the requested conversion to a Eurodollar Loan and the length of the initial Interest Period thereforto be applicable to such Eurodollar Loan), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Required Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the Maturity Date. The Borrower may elect from time to time to convert a Eurodollar Loan to a Base Rate Loan by giving the Administrative Agent an Interest Period Notice no later than 11:00 a.m., New York City time, two Business Days prior thereto (which notice shall specify the requested conversion to a Base Rate Loan), provided that any such conversion of a Eurodollar Loan may be made only on the last day of an Interest Period with respect thereto. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant the Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice in substantially the form of Exhibit E (a “Notice of Conversion or Continuation”) of such election 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 Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) 20. The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 10:00 A.M., New York City time, on the Business Day preceding the proposed conversion date (such conversion date, the “Eurocurrency Conversion Date”), provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon10:00 A.M., New York City time, on the third fourth (4th) Business Day preceding the proposed conversion date (such conversion date, the “ABR Conversion Date”) (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Tranche A Lenders in respect of such Facility or the Required Tranche B Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary relevant Borrower may elect from time to time to convert Eurocurrency Revolving Credit Loans denominated in Dollars NY cbsfive-year_amdt2_Part_002.htm i (or, subject to Section 2.10(f), a portion thereof) to ABR Revolving Credit Loans on the last day of an Interest Period with respect thereto by giving the Administrative Agent prior irrevocable notice of such election 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 may only be made on the last day of an Interest Period with respect theretoelection. The Borrower or any Subsidiary relevant Borrower may elect from time to time to convert ABR Revolving Credit Loans (subject to Section 2.10(f)) to Eurocurrency Revolving Credit Loans denominated in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Revolving Credit Loans shall specify the length of the initial Interest Period therefor). Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurocurrency Revolving Credit Loans and ABR Revolving Credit Loans may be converted as provided herein; provided, provided that no ABR Revolving Credit Loan under a particular Facility may be converted into a Eurocurrency Revolving Credit Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofa conversion.

Conversion and Continuation Options. (a) a. The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Parent Borrower may elect from time to time to convert outstanding Term Loans from Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, 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 or any Subsidiary Parent Borrower may elect from time to time to convert outstanding Term Loans from ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant 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 otherwise 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.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert Eurocurrency Convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion Conversion date, provided that any such conversion Conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert Convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice substantially in the form of Exhibit “G” of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion Conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted Converted into a Eurocurrency Eurodollar Loan when when: (i) any Event of Default has occurred and is continuing continuing; and (ii) 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 conversionsConversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Each Borrower may elect from time to time to convert Eurocurrency its Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice notice, in a form substantially the same as Exhibit I, of such election no later than 11:00 A.M.by 1:00 PM, New York City time, on the a Business Day preceding the proposed conversion dateDay; provided, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Each Borrower may elect from time to time to convert its ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurodollar Loans shall specify the length of the initial Interest Period Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.. All or any part of the outstanding Eurodollar Loans and ABR Loans may be converted as provided herein; provided, that no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing if the

Conversion and Continuation Options. (avii) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election 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 EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 4:00 P.M11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon4:00 P.M1100 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have has determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (ax) The Borrower or any Subsidiary Each Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans or CDOR Loans to Canadian Prime Loans, in each case by giving the Administrative Agent prior irrevocable notice of such election 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 EurodollarTerm Benchmark Loans or CDOR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Each Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans or Canadian Prime Loans to CDOR Loans, in each case by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that (i) no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan and (ii) no Canadian Prime Loan under a particular Facility may be converted into a CDOR Loan, in each case 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. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Holdings or any Subsidiary Borrower the Borrower, as applicable, may elect from time to time to convert Eurocurrency Convert Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election no later than 11:00 A.M.election, New York City time, on the Business Day preceding the proposed conversion date, provided PROVIDED that any such conversion Conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Holdings or any Subsidiary Borrower the Borrower, as applicable, may elect from time to time to convert ABR Convert Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which election. Any such notice of Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility . Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted Converted as provided herein, PROVIDED that (i) no Loan may be Converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion that such a Conversion is not to permit such conversions. Upon receipt of appropriate, (ii) any such notice 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 Administrative Agent shall promptly notify each relevant Lender thereofdate that is one month prior to the Termination Date (in the case of Conversions of Revolving Credit Loans) or the date of the final installment of principal (in the case of Conversions of Term Loans).

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Company may elect from time to time to convert Eurocurrency Loans in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date; provided, provided that any such conversion of Eurocurrency Loans may only be that is not made on the last day of an Interest Period with respect theretothereto shall be subject to Section 2.22. The Borrower or any Subsidiary Borrower Company may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided, provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when (after giving effect to such Loan and to the application of proceeds thereof) any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions (and the Administrative Agent shall notify the Company within a reasonable amount of time of any such determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit B attached hereto (an “Interest Election Request”) no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice Interest Election Request shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when (i) any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversion or (ii) if a Specified Event of Default is in existence. Upon receipt of any such notice Interest Election Request the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.10:00 a.m., New York City Central time, on the third Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last 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 sentence, such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon10:00 a.m., New York City Central time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and unless the Administrative Agent or the Majority Facility and Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert EurodollarDollar Loans that are Eurocurrency Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election 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 EurodollarDollar Loans that are Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarEurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarEurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. Except as provided in Section 2.21(a), no Eurocurrency Loan may be converted to a Loan denominated in a different currency.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurocurrencySOFR Loans of the Borrower under any Facility to ABR Base Rate Loans under such Facility by giving the Administrative Agent at least one Business Day’s prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, provided that the provisions of Section 5.14 shall apply in the event of any such conversion of Eurocurrency EurocurrencySOFR Loans may only be made on a day other than the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans under any Facility to Eurocurrency EurocurrencySOFR Loans under such Facility by giving the Administrative Agent at least three U.S. Government Securities Business Days’ prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency EurocurrencySOFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have have, determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election with delivery of a Conversion/Continuation Notice no later than 11:00 A.M., 12:00 Noon (New York City time) two Business Days in advance thereof; provided that, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower Borrowers may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, Noon (New York City time, on the third ) two Business Day preceding the proposed conversion date Days in advance thereof (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date (as in effect from time to time). Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be that is not made on the last day of an Interest Period with respect theretothereto shall be subject to Section 2.15. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when (after giving effect to such Loan and to the application of proceeds thereof) any Event of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversionsconversions (and the Administrative Agent shall notify the Borrower within a reasonable amount of time of any such determination). Upon receipt of any such notice conversion notice, the Administrative Agent shall promptly notify each relevant Lender thereofand the Borrower.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans or RFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election 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 Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans or RFR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility or RFR Loan may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency outstanding Eurodollar Loans (in whole or in part) to ABR Prime Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert outstanding Prime Loans (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, on the at least three Business Day preceding Days’ prior to the proposed conversion date, provided that any . Any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Prime Loans may be converted as provided herein, provided that (i) no Prime Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 4.3 shall not have been violated, and (iii) no Prime Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice which may be given by telephone and confirmed in writing, of such election 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 Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice which may be given by telephone and confirmed in writing, of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Parent Borrower may elect from time to time to convert outstanding Term Loans from Eurocurrency Loans to ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion dateelection, 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 or any Subsidiary Parent Borrower may elect from time to time to convert outstanding Term Loans from ABR Loans to Eurocurrency Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed election. Any such notice of conversion date (which notice to Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant 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 otherwise 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.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election 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 Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto 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 or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Designated Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Designated Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Designated Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Base Rate Loans by giving the Administrative Agent prior irrevocable notice of such election 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 Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto; and, provided further, that, if all of the Lenders are DT Entities, the Borrower may not convert Eurodollar Loans to Base Rate Loans without the prior written consent of the Required Lenders for each such conversion. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Base Rate Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 A.M., New York City time, on the third three Business Day Days preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), ; provided that no ABR Base Rate Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or and any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or and any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert Eurocurrency Loans that are denominated in Dollars to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 P.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary applicable Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Term Benchmark Loans denominated in the Base Currency to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 10:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Term Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Term Benchmark Loans denominated in the Base Currency by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon10:00 A.M., New York City time, on the third fourth (4th) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Term Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Any Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election election, which may be given 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 conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Any Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon11:00 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 that no ABR Loan under a particular Facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice Loan Notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit B attached hereto (an “Interest Election Request”) no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice Interest Election Request shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility facility may be converted into a Eurocurrency Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice Interest Election Request the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower or any Subsidiary Borrower may elect from time to time to convert Eurocurrency EurodollarTerm Benchmark Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M.12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurocurrency EurodollarTerm Benchmark Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency EurodollarTerm Benchmark Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency EurodollarTerm Benchmark Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Majority Facility Required Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.