Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which notice shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate 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 or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriate. (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the respective Term Loans (in the case of any conversions of any Term Loans). (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date (in case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the respective Term Loans (in the case of any conversions of any Term Loans) and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the date of the final payment of such class of Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the date of the final payment of principal of such class of Loans and PROVIDED, FURTHER that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as is subject to the terms of the last day of a Eurodollar Interest Period with respect theretosubsection 4.14. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with clause (ii) of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date and provided, further, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted, such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The U.S. Borrower may elect from time to time to convert Alternate Base Rate outstanding ABR Loans (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR 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 Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 7.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the U.S. Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans determined in respect accordance with the applicable provisions of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED term "Interest Period" set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, subsection 7.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the U.S. Borrower shall specify in fail to give such notice or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans and Revolving Credit Loans from Eurocurrency Loans made or outstanding in Dollars to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding in Dollars may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert Alternate Base Rate outstanding Term Loans and Revolving Credit Loans made or outstanding in Dollars from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to either the Termination Date (in the case of conversions of Revolving Credit Loans) or the Agent has or Final Maturity Date (in the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriatecase of Term Loans). (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such continuations may be made or (ii) after the date that is one month prior to either the Termination Date (in the case of continuations of Revolving Credit Loans) or the Agent has Final Maturity Date (in the case of continuations of Term Loans), and provided, further, that (A) in the case of Eurocurrency Loans made or outstanding in Dollars, if the Required Banks have determined Parent Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to subsection 2.12 that the preceding proviso such a Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (B) in case of Eurocurrency Loans made or outstanding in any Designated Foreign Currency, if the Parent Borrower shall fail to give any required notice as described above in this paragraph or if such continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in permitted pursuant to clause (i) of the aforesaid notice the amount to preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as a Eurodollar Loan and determined by the Eurodollar Interest Period with respect thereto in accordance with Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 2.24.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) one Business Days' prior irrevocable notice of such election; PROVIDED , provided that if any such conversion of Eurodollar Loans may only be is made as of on a day which is not the last day of a Eurodollar an Interest Period with respect theretothereto such conversion shall be accompanied by payment of any amounts payable pursuant to subsection 2.14. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank Lender thereof. Accrued interest on a Eurodollar Loan (or portion thereof) being converted to an ABR Loan shall be paid by the Borrower at the time of conversion. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that no Loan may be converted into a Eurodollar Loan when any Event after the date that is one month prior to the scheduled payment date of Default has occurred and is continuing or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that final installment of principal of such a conversion is not appropriateLoan. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such after the date that is one month prior to the scheduled payment date of the final installment of principal of the Loans or at any time when any Event principal or interest in respect of Default has occurred such Loan is overdue and provided, further, that if the Borrower shall fail to give such notice or if such continuation is continuing or the Agent has or the Required Banks have determined not permitted pursuant to subsection 2.12 that the immediately preceding proviso such a continuation as a Eurodollar Loan is not appropriate. The Borrower Loans shall specify in be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month or 30 days, respectively, prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month or 30 days prior to the Termination Date (in the case of continuations of Loans) and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans ABR Loans, by giving the Administrative Agent at least two (2) one Business Days' prior irrevocable notice of such election; election PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Revolving Credit Loans to Alternate Base Rate Loans ABR Loans, by giving the Administrative Agent at least two (2) three Business Days' prior irrevocable notice of such election; PROVIDED provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect theretothereto (or on any other day if on the date of such conversion the Company pays to the Administrative Agent for the account of the Lenders accrued interest on such Eurodollar Loans to the date of such conversion together with all amounts payable pursuant to Section 2.17). The Borrower Company may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Revolving Credit Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Revolving Credit Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Revolving Credit Loans and Alternate Base Rate or ABR Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Revolving Credit Loan when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.10 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the Revolving Credit Termination Date. (b) The Borrower Any Eurodollar Revolving Credit Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such electionLoans; PROVIDED provided that no Eurodollar Revolving Credit Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate, (ii) if, after giving effect thereto, Section 2.10 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date and provided, further, that if the Company shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. The Borrower Upon receipt of any notice referred to above, the Administrative Agent shall specify in promptly notify the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Lenders thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans to Alternate Base or C/D Rate Loans to ABR Loans, and/or to convert Eurodollar Loans or ABR Loans to C/D Rate Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which provided that any such conversion of Eurodollar Loans or C/D Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert ABR Loans or C/D Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, provided that any such conversion of C/D Rate Loans may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. If the last day of the then current Interest Period with respect to C/D Rate Loans that are to be converted to Eurodollar Loans is not a Business Day, such conversion shall be made on the next succeeding Business Day, and during the period from such last day to such succeeding Business Day such Loans shall bear interest as if they were ABR Loans. All or any part of outstanding Eurodollar Loans, ABR Loans and Alternate Base C/D Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan when any Event of Default has occurred and is continuing or and the Documentation Agent has and the Administrative Agent have or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan if the last day of any Interest Period in respect thereof would be after the Termination Date. (b) The Borrower Any Eurodollar Loans or C/D Rate Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan or C/D Rate Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has Agents have or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in appropriate or (ii) if the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of any Interest Period with in respect thereto thereof would be after the Termination Date; and provided, further, that if the Company shall fail to give any required notice as described above in accordance with subsection 2.2this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans from EurocurrencyTerm SOFR Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) 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; PROVIDED , provided that any such conversion of Eurodollar EurocurrencyTerm SOFR Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate outstanding Loans from ABR Loans to Eurodollar EurocurrencyTerm SOFR Loans by giving the Administrative Agent at least three (3) 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, which . Any such notice of conversion to EurocurrencyTerm SOFR Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar EurocurrencyTerm SOFR Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar EurocurrencyTerm SOFR Loan when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant given notice to subsection 2.12 the Borrower that no such conversions may be made, and (ii) no Term Loan may be converted into a conversion EurocurrencyTerm SOFR Loan after the date that is not appropriateone month prior to the applicable Maturity Date. (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Any EurocurrencyTerm SOFR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no EurocurrencyTerm SOFR Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the applicable Maturity Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso, such EurocurrencyTerm SOFR Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower 3.2(b), the Administrative Agent shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower Each of the Borrowers may elect from time to time to convert Eurodollar EurodollarTerm SOFR Rate Loans to Alternate Base Rate Loans, and the Canadian Borrower and the U.S. Borrower may elect to convert BACDOR Rate Loans at the expiry of the relevant Interest Period to Canadian Prime Rate Loans, by giving the Administrative Agent at least three (in the case of EurodollarTerm SOFR Rate Loans) or two (2in the case of BACDOR Rate Loans) Business Days' ’ prior irrevocable notice of such election; PROVIDED provided that any such conversion of Eurodollar EurodollarTerm SOFR Rate Loans and BACDOR Rate Loans may only be made as of only on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower Each of the Borrowers may elect from time to time to convert Alternate Base Rate Loans to Eurodollar EurodollarTerm SOFR Rate Loans, and the Canadian Borrower and the U.S. Borrower may elect to convert Canadian Prime Rate Loans to BACDOR Rate Loans, by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice as to EurodollarTerm SOFR Rate Loans, and two Business Days’ prior irrevocable notice as to BACDOR Rate Loans, of such election, election (which notice shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans and Alternate ); provided that no Base Rate Loans Loan under a particular Facility may be converted as provided herein, provided that into a EurodollarTerm SOFR Rate Loan and no Canadian Prime Rate Loan may be converted into a Eurodollar BACDOR Rate Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent, or the Agent has Majority Facility Lenders (in the case of the applicable Facility) have determined in its or their sole discretion not to permit such conversions or (ii) if the applicable Interest Period selected by the applicable Borrower extends beyond the Revolving Termination Date of any Revolving Commitments then in effect under the applicable Revolving Credit Facility, in the case of any Revolving Loans thereunder, or the Required Banks have determined pursuant to subsection 2.12 that applicable maturity date, in the case of the Term Loans under any Facility. Upon receipt of any such a conversion is not appropriatenotice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) The Each of the Borrowers may elect to continue any EurodollarTerm SOFR Rate Loan as such and the Canadian Borrower and the U.S. Borrower may elect to continue all or any portion of any Eurodollar BACDOR Rate Loan as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by giving the Agent at least three (3) Business Days' ’ prior irrevocable notice as to EurodollarTerm SOFR Rate Loans, and two Business Days’ prior irrevocable notice as to BACDOR Rate Loans, to the Administrative Agent in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such electionLoans; PROVIDED provided that no Eurodollar EurodollarTerm SOFR Rate Loan or BACDOR Rate Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks have Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility (or any Revolving Commitments then in effect under such Facility); and provided further, that if the applicable Borrower shall fail to give any required notice as described above in this paragraph (i) such EurodollarTerm SOFR Rate Loans shall be continued for the same Interest Period as the then expiring Interest Period as of the last day of such then expiring Interest Period, except that if such continuation is not permitted pursuant to subsection 2.12 that the first proviso in this Section 4.3(b) such a continuation as a Eurodollar Loan is Loans shall be repaid or (if not appropriateso repaid) converted automatically to Base Rate Loans and (ii) the face amount of such BACDOR Rate Loans shall be repaid or (if not so repaid) automatically converted to Canadian Prime Rate Loans, in each case on the last day of such then expiring Interest Period. The Borrower shall specify in the aforesaid Upon receipt of any such notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect ----------------------------------- from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the US Administrative Agent at least two (2) one Business Days' Day's prior irrevocable written or telephonic notice (in the case of telephonic notice, to be promptly confirmed in writing) of such election; PROVIDED , provided that if any such conversion of Eurodollar -------- Loans may only be made as of occurs on a day other than the last day of a Eurodollar an Interest Period with respect theretothereto the Company shall pay any breakage costs in connection with such conversion. The Borrower Company may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the US Administrative Agent at least three (3) Business Days' prior irrevocable written or telephonic notice (in the case of telephonic notice, to be promptly confirmed in writing) of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the US Administrative Agent shall promptly notify each Bank US$ Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Base Rate Loan may be -------- converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the US Administrative Agent has or the Required Banks US$ Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by giving the Agent Company giving, at least three (3) Business Days' prior prior, irrevocable written or telephonic notice (in the case of telephonic notice, to be promptly confirmed in writing) to the US Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan -------- may be continued as such (i) when any Event of Default has occurred and is continuing or and the US Administrative Agent has or the Required Banks US$ Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in appropriate or (ii) after the aforesaid notice date that is one month prior to the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto Termination Date in accordance with subsection 2.2.the terms described above and provided, further, that if the Company shall fail to give -------- ------- such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert its Eurodollar Loans or CDOR Loans to Alternate Base Rate ABR Loans or Cdn Prime Loans, by such Borrower giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans or CDOR Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Each Borrower may elect from time to time to convert Alternate Base Rate its ABR Loans or Cdn Prime Loans to Eurodollar Loans or CDOR Loans by such Borrower giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans or CDOR Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Each Borrower may elect from time to time to convert its ABR Loans to Cdn Prime Loans (or vice-versa), by such Borrower giving the Administrative Agent at least one (1) Business Days' prior irrevocable notice of such election. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans, Cdn Prime Loans, CDOR Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan or a CDOR Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan or a CDOR Loan after the date that is one (1) month (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date. (b) The Borrower Any Eurodollar Loans or CDOR Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the applicable Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan or CDOR Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iii) after the date that is one (1) month (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date, and provided, further, that if the applicable Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert Alternate Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans (other than Swing Line Loans) may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date, in the case of conversions of Revolving Credit Loans, or the Term Loan Maturity Date, in the case of conversions of Term Loans. (b) The Borrower may elect to continue all or any portion of any Any Eurodollar Loan may be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by any Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, which shall specify the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date, in the case of continuations of Revolving Credit Loans or the date of the Term Loan Maturity Date, in the case of continuations of Term Loans and provided, further, that if any Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The applicable Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans denominated in Dollars to Alternate Base ABR Loans (or, with respect to Loans denominated in Canadian Dollars, Canadian Prime Rate Loans Loans), by giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such election; PROVIDED provided that any such conversion of Eurodollar Eurocurrency Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert Alternate Base ABR Loans or Canadian Prime Rate Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans, ABR Loans and Alternate Base Canadian Prime Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurocurrency Loan after the date that is one (1) month prior to the Termination Date. (b) The Borrower Any Eurocurrency Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the applicable Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iii) after the date that is one month prior to the Termination Date, and provided, further, that if such Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans (or, in the aforesaid case of Loans denominated in Canadian Dollars, Canadian Prime Rate Loans) on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Working Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 4.3 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date or Term Loan Maturity Date, as applicable. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Section 4.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable, and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Loans shall be automatically converted to Alternate Base Rate Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such electionLoans; PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan under a particular Facility when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Facility Lenders under such Facility have determined pursuant not to subsection 2.12 permit such conversions and (ii) no Loan under a particular Facility may be converted into a Eurodollar Loan after the date that is one month prior to the final scheduled termination or maturity date of such a conversion is not appropriateFacility. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Facility Lenders under such Facility have determined not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility and PROVIDED, FURTHER, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to subsection 2.12 that the preceding proviso such a continuation as a Eurodollar Loan is not appropriate. The Borrower Loans shall specify in be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower Borrowers may elect from time to time to convert Eurodollar LIBOR Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED election substantially in the form of Exhibit H, provided that any such conversion of Eurodollar LIBOR Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect theretothereto and that the aggregate principal amount of LIBOR Loans so converted shall be equal to $500,000 or a whole multiple of $100,000 in excess thereof. The Borrower Borrowers may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar LIBOR Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable written notice of such electionelection substantially in the form of Exhibit H, which provided that the aggregate principal amount of ABR Loans so converted shall be equal to $1,000,000 or a whole multiple of $100,000 in excess thereof. Any such notice of conversion to LIBOR Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar LIBOR Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar LIBOR Loan when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a LIBOR Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the applicable Term Loans. (b) The Borrower Any LIBOR Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrowers giving written notice to the Administrative Agent substantially in respect the form of Exhibit H, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar LIBOR Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in appropriate or (ii) after the aforesaid notice date that is one month prior to the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2.Revolving Credit Termination

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert its Eurodollar Loans or CDOR Loans to Alternate Base Rate ABR Loans or Cdn Prime Loans, by such Borrower giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans or CDOR Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Each Borrower may elect from time to time to convert Alternate Base Rate its ABR Loans or Cdn Prime Loans to Eurodollar Loans or CDOR Loans by such Borrower giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans or CDOR Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Each Borrower may elect from time to time to convert its ABR Loans to Cdn Prime Loans (or vice-versa), by such Borrower giving the Administrative Agent at least one (1) Business Days’ prior irrevocable notice of such election. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans, Cdn Prime Loans, CDOR Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan or a CDOR Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan or a CDOR Loan after the date that is one (1) month (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date. (b) The Borrower Any Eurodollar Loans or CDOR Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the applicable Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan or CDOR Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iii) after the date that is one (1) month (or, with respect to a CDOR Loan with an Interest Period of less than one (1) month, the number of days in such Interest Period) prior to the Termination Date, and provided, further, that if the applicable Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by the Borrower giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by the Borrower giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans or Term Loans) and (iii) no Swing Line Loan may be converted into a Eurodollar Loan. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans or Term Loans) and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Loans shall be automatically converted to ABR Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Each Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans to Alternate Base Rate ABR Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 11:00 A.M., New York City time, at least two (2) one Business Days' Day prior irrevocable notice to the requested date of such electionconversion; PROVIDED that any such conversion of Eurodollar Eurocurrency Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Each Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Eurocurrency Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 11:00 A.M., New York City time, at least three (3) Business Days' prior irrevocable notice to the requested conversion date. Any such Notice of such election, which notice Borrowing with respect to a conversion to Eurocurrency Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice Notice of Borrowing, the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Revolving Credit Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Termination Date. Notwithstanding anything to the contrary contained herein, Swing Line Loans shall at all times be maintained as ABR Loans and shall not be converted to Eurocurrency Loans hereunder. (b) The Borrower Any Eurocurrency Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the relevant Borrower delivering to the Administrative Agent an irrevocable Notice of Borrowing, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, setting forth (among other things) the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that (i) no Eurodollar Loan may be continued as such a Eurocurrency Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in the aforesaid notice the amount to appropriate and (ii) no Revolving Credit Loan may be continued as a Eurodollar Eurocurrency Loan after the date that is one month prior to the Termination Date and PROVIDED, FURTHER, that if a Borrower shall fail to give such notice or if such continuation is not permitted, such Loans shall (x) in the Eurodollar case of any Loan to the Company, be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (y) in each other case, bear interest at a rate equal to the rate determined by the Administrative Agent (in its reasonable discretion and notified to the relevant Borrower) as reflecting a reasonable cost of funds for the maintenance by the Lenders of such Loan on an overnight basis PLUS (in the case of this clause (y)) the Applicable Margin then in effect with respect thereto in accordance with subsection 2.2to Eurocurrency Loans. Upon receipt of any such Notice of Borrowing, the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar EurodollarSOFR Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar EurodollarSOFR Loans by giving the Administrative Agent at least three (3) U.S. Government Securities Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to EurodollarSOFR Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar EurodollarSOFR Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar EurodollarSOFR Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a EurodollarSOFR Loan after the date that is one month prior to the Termination Date. No Multicurrency Loan or CAF Advance may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. (b) The Borrower Any EurodollarSOFR Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar EurodollarSOFR Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date, and provided, further, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted, suchSOFR Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) Eurodollar Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Eurodollar Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate or ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriateFinal Maturity Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or (ii) after the Agent has date that is one month prior to the Revolving Credit Termination Date (in the case of continuations of Revolving Credit Loans) or the Required Banks have determined pursuant Final Maturity Date and provided, further, that if the Borrower shall fail to subsection 2.12 that give such a notice or if such continuation as a Eurodollar Loan is not appropriate. The Borrower permitted such Loans shall specify in be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower HCC may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower HCC may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Working Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base ABR 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 continuing or and the Administrative Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereof, subsection 3.6 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Final Maturity Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by HCC giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower , (ii) if, after giving effect thereto, subsection 3.6 would be contravened or (iii) after the date that is one month prior to the Final Maturity Date and provided, further, that if HCC shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Loans shall be automatically converted to ABR Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; provided, which that during the Suspension Period, no Base Rate Loan may be converted into a Eurodollar Loan. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor; provided, however, that during the Transition Period, the Interest Period therefor may be only one month. Upon receipt of any such notice the Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate 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 continuing or and the Agent has or the Required Banks Revolving Credit Lenders (in the case of conversions of Revolving Credit Loans), Required Tranche A Lenders (in the case of conversions of Tranche A Term Loans) or Required Tranche B Lenders (in the case of conversions of Tranche B Term Loans) have determined pursuant to subsection 2.12 that such a conversion is not appropriate. , (bii) The Borrower may elect to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a continuation as converted into a Eurodollar Loan after the date that is not appropriate. The Borrower shall specify one month prior to the Tranche A and Revolver Termination Date (in the aforesaid notice case of conversions of Revolving Credit Loans) or the amount to date of the final installment of principal of the Term Loans (in the case of conversions of Term Loans) and (iii) no Loan may be continued as converted into a Eurodollar Loan and during the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Suspension Period.

Conversion and Continuation Options. (a) The Parent Borrower (on behalf of the applicable Borrower) may elect from time to time to convert Eurodollar outstanding Revolving Loans made or outstanding in Dollars from Eurocurrency Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding in Dollars may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Parent Borrower (on behalf of the applicable Borrower) may elect from time to time to convert Alternate Base Rate outstanding Revolving Loans from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Revolving Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or given notice to the Required Banks have determined pursuant Parent Borrower 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 subsection 2.12 that such a the Maturity Date (in the case of conversion is not appropriateof Loans). (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Parent Borrower (on behalf of the applicable Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Revolving Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has given notice to the Parent Borrower that no such continuations may be made or (ii) after the Required Banks have determined date that is one month prior to the Maturity Date (in the case of continuations of Revolving Loans), and provided, further, that (A) in the case of Eurocurrency Loans made or outstanding in Dollars, if the Parent Borrower shall fail to give any required notice as described above in this subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (B) in the case of Eurocurrency Loans made or outstanding in any Designated Foreign Currency, if the Parent Borrower shall fail to give any required notice as described above in this subsection 2.12 that 3.2(b) or if such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in permitted pursuant to clause (i) of the aforesaid notice the amount to preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as a Eurodollar Loan and determined by the Eurodollar Interest Period with respect thereto in accordance with Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 2.23.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans ABR Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election. The Borrower may elect from time to time to convert Eurodollar Loans or ABR Loans to Money Market Loans, which by giving the Administrative Agent at least two (2) Business Days' prior notice. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefortherefor and, any such notice of conversion to a Money Market Loan shall specify the requested Money Market Loan Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans, Money Market Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one (1) month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loan, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iii) after the date that is one month prior to the Termination Date, and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid preceding proviso such Loan shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect ----------------------------------- from time to time to convert Eurodollar Loans (other than Swingline Loans) to Index Rate Loans by giving the Agent prior irrevocable notice of such election on the day such conversion is requested, provided that any such conversion of -------- Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Index Rate Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Index 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 continuing or and the Agent has or the Required Banks Majority Facility Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date, the Tranche A Maturity Date or the Tranche B Maturity Date, as applicable. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Company giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan -------- may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Majority Facility Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date, the Tranche A Maturity Date or the Tranche B Maturity Date, as applicable, and provided, further, that -------- ------- if the Company shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to Index Rate Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by such Borrower giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by such Borrower giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) and (iii) no Swing Line Loan may be converted into a Eurodollar Loan. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the applicable Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) and provided, further, that if the applicable Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Loans shall be automatically converted to ABR Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base or C/D Rate Loans to ABR Loans, and/or to convert Eurodollar Loans or ABR Loans to C/D Rate Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans or C/D Rate Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base ABR Loans or C/D Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which provided that any such conversion of C/D Rate Loans may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. If the last day of the then current Interest Period with respect to C/D Rate Loans that are to be converted to Eurodollar Loans is not a Business Day, such conversion shall be made on the next succeeding Business Day, and during the period from such last day to such succeeding Business Day such Loans shall bear interest as if they were ABR Loans. All or any part of outstanding Eurodollar Loans, ABR Loans and Alternate Base C/D Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Sections 2.1(e) and 2.2(e) would not be contravened and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan or a C/D Rate Loan after the date that is one month or 30 days, respectively, prior to the Facility A Termination Date (in the case of Facility A Revolving Credit Loans) or the Facility B Termination Date (in the case of Facility B Revolving Credit Loans). (b) The Borrower Any Eurodollar Loans or C/D Rate Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan or C/D Rate Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Sections 2.1(e) and 2.2(e) would be contravened or (iii) after the date that is one month or 30 days, respectively, prior to the Facility A Termination Date (in the case of Facility A Revolving Credit Loans) or the Facility B Termination Date (in the case of Facility B Revolving Credit Loans), and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Loans shall be automatically converted to ABR Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert its Eurodollar Loans to Alternate ABR Loans or Domestic Sterling Loans to Sterling Base Rate Loans (as applicable) by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Any Borrower may elect from time to time to convert Alternate its ABR Loans to Eurodollar Loans or Sterling Base Rate Loans to Eurodollar Domestic Sterling Loans (as applicable) by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans or Domestic Sterling Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar ABR Loans and Alternate Sterling Base Rate Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan and no Sterling Base Rate Loan may be converted into a Domestic Sterling Loan when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate. , (bii) The Borrower no ABR Loan may elect to continue all or any portion of any be converted into a Eurodollar Loan upon and no Sterling Base Rate Loan may be converted into a Domestic Sterling Loan after the expiration date that is one month prior to the Termination Date (in the case of conversions of Domestic Revolving Credit Loans or UK Revolving Credit Loans) or to the date of the designated Eurodollar Interest Period final installment of principal of the Domestic Term Loans, the UK Term Loans or the Supplemental Loans (in respect the case of such Eurodollar conversions of Secured Supplemental Loans or Unsecured Supplemental Loans) and (iii) no Supplemental Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no which is a Eurodollar Loan may be continued as converted to an ABR Loan at any time when (in accordance with the provisions of clause (4) of the proviso to the definition of the term "Interest Period" contained in subsection 1.1) such when any Event of Default has occurred and is continuing or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a continuation Supplemental Loan could be maintained as a Eurodollar Loan is not appropriate. The Borrower shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2hereunder.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the 30 25 Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date and provided, further, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Loans from Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate outstanding Loans from ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Each notice pursuant to this subsection 4.2 shall be irrevocable and shall refer to this Agreement and specify (i) the length identity and amount of the initial Loan that the Borrower requests be converted or continued, (ii) whether such Loan is to be converted to or continued as a Eurodollar or an ABR Loan, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Loan, the Interest Period or Eurodollar Interest Periods thereforwith respect thereto. Upon receipt of any such notice the Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant given notice to subsection 2.12 the Borrower that no such conversions may be made and (ii) no Loan may be converted into a conversion Eurodollar Loan after the date that is not appropriateone month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the Borrower giving notice to the Agent at least three (3) Business Days' prior irrevocable notice of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, determined in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant given notice to subsection 2.12 the Borrower that no such a continuation as a Eurodollar Loan continuations may be made or (ii) after the date that is not appropriate. The one month prior to the Termination Date, and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph, such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED election prior to 1:00 P.M., New York City time, one Business Day prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such electionelection prior to 1:00 P.M., New York City time, three Business Days prior to the date of conversion, which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or notified the Required Banks have Borrower that it has determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Loans) or prior to the Term Loan Maturity Date (in the case of conversions of Term Loans). (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan Loans, which notice may be given by giving the Agent at least three telephone (3) Business Days' prior irrevocable notice of such election; PROVIDED to be promptly confirmed in writing, including by facsimile), provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or notified the Required Banks have Borrower that it has determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date (in the case of continuations of Revolving Loans) or prior to the Term Loan Maturity Date (in the case of continuations of Term Loans), and provided, further, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the aforesaid last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this subsection 4.2(b), the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans ABR Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one (1) month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iii) after the date that is one month prior to the Termination Date, and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect ----------------------------------- from time to time to convert Eurodollar Loans Loans, in whole or in part, to Alternate Base Rate Loans by giving the Administrative Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans and or Alternate 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 continuing or and the Administrative Agent has or the Required Banks Banks, as the case may be, have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 3.5 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all be continued, in whole or any portion of any Eurodollar Loan in part, as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Banks, as the case may be, have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower , (ii) if, after giving effect thereto, subsection 3.5 would be contravened or (iii) after the date that is one month prior to the Termination Date and provided, further, that if the Company shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Eurodollar Loans shall be automatically converted to Alternate Base Rate Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date and provided, further, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent Facility Manager at least two (2) one Business Days' Day's prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent Facility Manager at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent Facility Manager shall promptly notify each Bank thereofLender. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Agent Facility Manager has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the date of the final payment of Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Facility Manager, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent Facility Manager has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the date of the final payment of principal of Loans and PROVIDED, FURTHER that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans and Revolving Credit Loans from Eurocurrency Loans made or outstanding in Dollars to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which provided that any such conversion of Eurocurrency Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election. Any such notice of conversion to Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to either the Termination Date (in the case of conversions of Revolving Credit Loans or Tranche A Term Loans) or the Agent has or Final Maturity Date (in the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriatecase of conversions of Tranche B Term Loans). (b) The Borrower Any Eurocurrency Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Parent Borrower giving notice to the Administrative Agent, of the length of the next Interest Period to be applicable to such Loans, determined in respect accordance with the applicable provisions of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED term "Interest Period" set forth in subsection 1.1, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such continuations may be made or (ii) after the date that is one month prior to either the Termination Date (in the case of continuations of Revolving Credit Loans or Tranche A Term Loans) or the Agent has Final Maturity Date (in the case of continuations of Tranche B Term Loans), and provided, further, that (A) in the case of Eurocurrency Loans made or outstanding in Dollars, if the Required Banks have determined Parent Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to subsection 2.12 that the preceding proviso such a Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (B) in case of Eurocurrency Loans made or outstanding in any Designated Foreign Currency, if the Parent Borrower shall fail to give any required notice as described above in this paragraph or if such continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in permitted pursuant to clause (i) of the aforesaid notice the amount to preceding proviso, such Eurocurrency Loans will be continued for the shortest available Interest Periods as a Eurodollar Loan and determined by the Eurodollar Interest Period with respect thereto in accordance with Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 2.24.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Working Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing or and the Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 in their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection shall not have been contravened and (iii) no Alternate Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of a conversion of Revolving Credit Loans) or the Maturity Date (in the case of a conversion of Term Loans). (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection , of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing or and the Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 in their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, subsection would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date (in the case of a conversion of Revolving Credit Loans) or the Maturity Date (in the case of a conversion of Term Loans), and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to clause (i) above such Eurodollar Loans shall be automatically converted to Alternate Base Rate Loans on the aforesaid last day of such then expiring Interest Period. Upon receipt of any such notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may elect ----------------------------------- from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the US Administrative Agent at least two (2) one Business Days' Day's prior irrevocable written or telephonic notice (in the case of telephonic notice, to be promptly confirmed in writing) of such election; PROVIDED , provided that if any such conversion of Eurodollar -------- Loans may only be made as of occurs on a day other than the last day of a Eurodollar an Interest Period with respect theretothereto the Company shall pay any breakage costs in connection with such conversion. The Borrower Company may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the US Administrative Agent at least three (3) Business Days' prior irrevocable written or telephonic notice (in the case of telephonic notice, to be promptly confirmed in writing) of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the US Administrative Agent shall promptly notify each Bank US$ Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Base Rate Loan may be -------- converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the US Administrative Agent has or the Required Banks US$ Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by giving the Agent Company giving, at least three Business Days prior, irrevocable written or telephonic notice (3in the case of telephonic notice, to be promptly confirmed in writing) Business Days' prior irrevocable notice to the US Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan -------- may be continued as such (i) when any Event of Default has occurred and is continuing or and the US Administrative Agent has or the Required Banks US$ Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in appropriate or (ii) after the aforesaid notice date that is one month prior to the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto Termination Date in accordance with the terms described above and provided, further, that if the Company shall fail to give -------- ------- such notice or if such continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any notice given by the Company pursuant to this subsection 2.22.3(b), the US Administrative Agent shall promptly notify each US$ Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base or C/D Rate Loans to ABR Loans, and/or to convert Eurodollar Loans or ABR Loans to C/D Rate Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans or C/D Rate Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base ABR Loans or C/D Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which provided that any such conversion of C/D Rate Loans may, subject to the third succeeding sentence, only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or C/D Rate Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. If the last day of the then current Interest Period with respect to C/D Rate Loans that are to be converted to Eurodollar Loans is not a Business Day, such conversion shall be made on the next succeeding Business Day, and during the period from such last day to such succeeding Business Day such Loans shall bear interest as if they were ABR Loans. All or any part of outstanding Eurodollar Loans, ABR Loans and Alternate Base C/D Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan or a C/D Rate Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan or a C/D Rate Loan after the date that is one month or 30 days, respectively, prior to the Termination Date. (b) The Borrower Any Eurodollar Loans or C/D Rate Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan or C/D Rate Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Section 2.2(e) would be contravened or (iii) after the date that is one month or 30 days, respectively, prior to the Termination Date, and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Loans shall be automatically converted to ABR Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans ABR Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the Borrower giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Loans shall be automatically converted to ABR Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans ABR Loans, by giving the Administrative Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of Term Loans). (b) The Borrower may elect to continue all or any portion of any Any Eurodollar Loan may be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of Term Loans) and provided, further, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Alternate Base Rate ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least two (2) one Business Days' Day's prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect theretothereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 10.11(d). The U.S. Borrower may elect from time to time to convert Alternate Base Rate outstanding ABR Loans made to it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the General Administrative Agent shall promptly notify each Bank U.S. Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Agent has or the Required Banks Majority U.S. Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 10.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the U.S. Borrower giving notice to the General Administrative Agent of the length of the next Interest Period to be applicable to such Loans determined in respect accordance with the applicable provisions of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED term "Interest Period" set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Agent has or the Required Banks Majority U.S. Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, 74 67 after giving effect thereto, subsection 10.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the U.S. Borrower shall specify in fail to give such notice or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans or CD Rated Loans to Alternate Base Rate Reference Rated Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED election on the date of such conversion, provided that any such conversion may only be made on the last day of an Interest Period with respect to the Loans being converted. The Company may elect from time to time to convert Reference Rated Loans or Eurodollar Loans to CD Rated Loans by giving the Administrative Agent irrevocable notice of such election on the date of such conversion, provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Alternate Base Rate Reference Rated Loans or CD Rated Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior two Working Days irrevocable notice of such election, which provided that any such conversion of CD Rated Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or CD Rated Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans, CD Rated Loans and Alternate Base Rate Reference Rated Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when or a CD Rated Loan at any time at which an Event of Default has occurred and is continuing or the Agent has or the Required Banks and (ii) any conversion may only be made if, after giving effect thereto, Section 2.20 shall not have determined pursuant to subsection 2.12 that such a conversion is not appropriatebeen contravened. (b) The Borrower Any Eurodollar Loans or CD Rated Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.01, of the length of the next Interest Period to be applicable to such Loans, provided that (i) no Loan may be continued as a Eurodollar Loan by giving the Agent or a CD Rated Loan for an additional Interest Period at least three any time at which an Event of Default has occurred or is continuing and (3ii) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Loan or CD Rated Loan may be continued as such when if, after giving effect thereto, Section 2.20 would be contravened and provided, further, that if the Company shall fail to give any Event of Default has occurred and required notice as described above in this section, or if such conversion is continuing or the Agent has or the Required Banks have determined not permitted pursuant to subsection 2.12 that the preceding proviso hereof, such a continuation as a Eurodollar Loan is not appropriate. The Borrower Loans shall specify in be automatically converted to Reference Rated Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The By giving a Notice of Conversion, each Borrower may elect from time to time (i) to convert Eurodollar such Borrower’s Eurocurrency Loans in Dollars to ABR Loans or (ii) to convert such Borrower’s ABR Loans to Alternate Base Rate Eurocurrency Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such electionin Dollars; PROVIDED provided, that any such conversion of Eurodollar Eurocurrency Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which notice shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice Notice of Conversion the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of Eurocurrency Loans outstanding Eurodollar Loans and Alternate Base Rate in Dollars or ABR Loans may be converted as provided in herein, provided that (i) no ABR Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) so long as any Original Tranche Loans remain outstanding, no Committed Rate ABR Loan may be converted into a Committed Rate Eurocurrency Loan during the period beginning on the date that is one month prior to the Original Tranche Termination Date and ending on the Original Tranche Termination Date and (iii) no Extended Tranche ABR Loan may be converted into an Extended Tranche Eurocurrency Loan after the date that is one month prior to the Extended Tranche Termination Date. (b) The By giving a Notice of Continuation, each Borrower may elect continue any of its Eurocurrency Loans as Eurocurrency Loans in the same Currency for additional Interest Periods. (c) Each Borrower may convert Committed Rate Loans outstanding in one Currency to continue all Committed Rate Loans of a different Currency by repaying such Loans in the first Currency and borrowing Loans of such different Currency in accordance with the applicable provisions of this Agreement. (d) If a Borrower shall fail to timely give a Notice of Continuation or any portion a Notice of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period Conversion in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice any of such election; PROVIDED that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing or the Agent has or the Required Banks have determined pursuant Borrower’s Eurocurrency Loans with respect to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar which an Interest Period with respect thereto is expiring, such Eurocurrency Loans shall become due and payable on the last day of such expiring Interest Period; provided, that the Company may, in accordance with subsection 2.2and subject to the terms and conditions of this Agreement, refinance such maturing Eurocurrency Loans on such maturity date with Competitive Advance Loans. (e) Notwithstanding the foregoing, so long as any Original Tranche Loans shall be outstanding, the Borrowers shall not convert Loans of either Class under this Section unless they shall simultaneously ratably convert the corresponding Loans of the other Class.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such election; PROVIDED provided that any such conversion of Eurodollar Eurocurrency Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans and Alternate Base Rate ABR Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Loan may be converted into a Eurocurrency Loan after the date that is one (1) month prior to the Maturity Date. (b) The Borrower Any Eurocurrency Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iii) after the date that is one month prior to the Maturity Date, and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower Company may ------------------------------------------------ elect from time to time to convert outstanding Eurodollar Loans of any Class (in whole or in part) to Alternate Base Rate Loans of the same Class by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Alternate outstanding Base Rate Loans (other than Swing Line Loans) of any Class (in whole or in part) to Eurodollar Loans of the same Class by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans under a particular Facility may be converted as provided herein, provided that (i) no Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Agent has or the Required Banks Majority Facility Lenders in respect of such Facility have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 7.3 shall not have been violated, (iii) no Base Rate Loan of any Class may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of Revolving Credit Loans) or the date of final maturity of the Loans of such Class (in the case of Term Loans) and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans in respect accordance with the applicable provisions of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED term "Interest Period" set forth in Section 1.1, provided that no Eurodollar --------------- -------- Loan under a particular Facility may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Agent has or the Required Banks Majority Facility Lenders in respect of such Facility have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower , (ii) if, after giving effect thereto, Section 7.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the -------- ------- Company shall specify in fail to give such notice or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Eurodollar Loans shall be automatically converted to Base Rate Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect ----------------------------------- from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least two (2) one Business Days' Day prior irrevocable notice to the requested date of such electionconversion; PROVIDED provided that any such conversion of Eurodollar Loans may only be made as of on the -------- last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving delivering to the Administrative Agent an irrevocable Notice of Borrowing by 10:00 A.M., New York City time, at least three (3) Business Days' prior irrevocable notice to the requested conversion date. Any such Notice of such election, which notice Borrowing with respect to a conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice Notice of Borrowing, the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted -------- into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Term Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and the Administrative Agent has given notice to the Borrower that no conversion may be made, (ii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date and (iii) no Tranche A Loan or Tranche B Loan (as the case may be) may be converted into a Eurodollar Loan after the date that is one month prior to the date of the final installment of principal thereof. Notwithstanding anything to the contrary contained herein, Swing Line Loans shall at all times be maintained as ABR Loans and shall not be converted to Eurodollar Loans hereunder. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower delivering to the Administrative Agent an irrevocable Notice of Borrowing, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, setting forth (among other things) the length of the next Interest Period to be applicable to such Eurodollar Loans, provided that (i) no Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Loan -------- may be continued as such a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Basic Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate and the Administrative Agent has given notice to the Borrower shall specify in the aforesaid notice the amount to that no such continuations may be made, (ii) no Revolving Credit Loan may be continued as a Eurodollar Loan after the date that is one month prior to the Termination Date and (iii) no Term Loan may be continued as a Eurodollar Loan after the Eurodollar date that is one month prior to the date of the final installment of principal of such Term Loan and provided, further, that if the Borrower shall fail to give such notice or if -------- ------- such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period. Upon receipt of any such Notice of Borrowing, the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, ; provided that (i) no Revolving Credit Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such electionRevolving Credit Loans; PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date; and provided, further, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Revolving Credit Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the (x) Tranche A Term Loans (in the case of conversions of Tranche A Term Loans), (y) Tranche B Term Loans ( in the case of conversions of Tranche B Term Loans) and (z) Tranche C Term Loans ( in the case of conversions of Tranche C Term Loans). (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such electionLoans; PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to, respectively, the Revolving Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of (x) the Tranche A Term Loans (in the case of continuations of Tranche A Term Loans), (y) Tranche B Term Loans (in the case of continuations of Tranche B Term Loans) and (z) Tranche C Term Loans ( in the case of continuations of Tranche C Term Loans) and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date provided, further, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to may, on the last day of any Interest Period with respect thereto, convert Eurodollar Loans to Alternate Base Rate Loans by giving notice thereof (a "Notice of Base Rate Conversion") to the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of not later than 10:00 A.M., New York City time, on the last day of a Eurodollar the then current Interest Period with in respect theretoof the Eurodollar Loans being converted. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving notice thereof (a "Notice of Eurodollar Conversion") to the Administrative Agent at least three (3) Eurodollar Business Days' Days prior irrevocable notice of such election, which notice shall specify to the length first day of the initial Eurodollar Interest Period or Eurodollar Interest Periods thereforto be applicable to such Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate 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 or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriatecontinuing. (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan Loans as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by giving notice thereof (a "Notice of Eurodollar Continuation") to the Administrative Agent at least three (3) Eurodollar Business Days' Days prior irrevocable notice to the last day of such election; PROVIDED then current Interest Period, provided that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing continuing, and provided, further, that if the Borrower shall fail to give such Notice of Eurodollar Continuation or the Agent has or the Required Banks have determined if such continuation is not permitted pursuant to subsection 2.12 that the preceding 29 proviso, such a continuation as a Eurodollar Loan is not appropriate. The Borrower Loans shall specify in be automatically converted to Base Rate Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower Company ----------------------------------- may elect from time to time to convert outstanding Eurodollar Loans of any Class (in whole or in part) to Alternate Base Rate Loans of the same Class by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be -------- made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Alternate outstanding Base Rate Loans (other than Swing Line Loans) of any Class (in whole or in part) to Eurodollar Loans of the same Class by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans under a particular Facility may be converted as provided herein, provided that (i) no Base Rate Loan may be -------- converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Agent has or the Required Banks Majority Facility Lenders in respect of such Facility have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 5.03 shall not have been violated, (iii) no Base Rate Loan of any Class may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of Revolving Credit Loans) or the date of final maturity of the Loans of such Class (in the case of Term Loans) and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans in respect accordance with the applicable provisions of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED term "Interest Period" set forth in Section 1.01, provided that no Eurodollar -------- Loan under a particular Facility may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the Administrative Agent or the Agent has or the Required Banks Majority Facility Lenders in respect of such Facility have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower , (ii) if, after giving effect thereto, Section 5.03 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if -------- ------- the Company shall specify in fail to give such notice or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Eurodollar Loans shall be automatically converted to Base Rate Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided ; PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Majority Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of conversions of Term Loans, as the case may be). (b) The Borrower Any Eurocurrency Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such electionLoans; PROVIDED that no Eurodollar Eurocurrency Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks have Majority Lenders have; determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Revolving Credit Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of continuations of Term Loans) and; PROVIDED FURTHER that if the Borrower shall specify fail to give such notice or if such continuation is not permitted, such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period (except, in the aforesaid case of a failure to give such notice the amount with respect to Term Loans, such Loans will be continued as a Eurodollar Loan and for the Eurodollar shortest available Interest Period with respect thereto in accordance with subsection 2.2as determined by the Administrative Agent).

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans or CD Rated Loans to Alternate Base Rate Reference Rated Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED election on the date of such conversion, provided that any such conversion may only be made on the last day of an Interest Period with respect to the Loans being converted. The Company may elect from time to time to convert Reference Rated Loans or Eurodollar Loans to CD Rated Loans by giving the Administrative Agent irrevocable notice of such election on the date of such conversion, provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Alternate Base Rate Reference Rated Loans or CD Rated Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior two Working Days irrevocable notice of such election, which provided that any such conversion of CD Rated Loans may only be made on the last day of an Interest Period with respect thereto. Any such notice of conversion to Eurodollar Loans or CD Rated Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans, CD Rated Loans and Alternate Base Rate Reference Rated Loans may be converted as provided herein, provided that (x) no Loan may be converted into a Eurodollar Loan when or a CD Rated Loan at any time at which an Event of Default has occurred and is continuing or the Agent has or the Required Banks and (xi) any conversion may only be made if, after giving effect thereto, Section 2.20 shall not have determined pursuant to subsection 2.12 that such a conversion is not appropriatebeen contravened. (b) The Borrower Any Eurodollar Loans or CD Rated Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term AInterest Period@ set forth in Section 1.01, of the length of the next Interest Period to be applicable to such Loans, provided that (xii) no Loan may be continued as a Eurodollar Loan by giving the Agent or a CD Rated Loan for an additional Interest Period at least three any time at which an Event of Default has occurred or is continuing and (3xiii) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Loan or CD Rated Loan may be continued as such when if, after giving effect thereto, Section 2.20 would be contravened and provided, further, that if the Company shall fail to give any Event of Default has occurred and required notice as described above in this section, or if such conversion is continuing or the Agent has or the Required Banks have determined not permitted pursuant to subsection 2.12 that the preceding proviso hereof, such a continuation as a Eurodollar Loan is not appropriate. The Borrower Loans shall specify in be automatically converted to Reference Rated Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Loans from Eurodollar Loans to Alternate Base Rate ABR Loans by giving delivering a Conversion/Continuation Notice to the Administrative Agent not later than 12:00 Noon, New York City time, at least two (2) three Business Days' prior irrevocable notice Days in advance of such electionthe proposed conversion date; PROVIDED provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect theretothereto unless the Borrower pays all breakage costs incurred in connection with such conversion. The Borrower may elect from time to time to convert Alternate Base Rate outstanding Loans from ABR Loans to Eurodollar Loans by giving delivering a Conversion/Continuation Notice to the Administrative Agent not later than 12:00 Noon, New York City time, at least three (3) Business Days' prior irrevocable Days in advance of the proposed conversion date. Any such notice of such election, which notice conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate 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 or and, in the case of any Default, the Administrative Agent has or given notice to the Required Banks have determined pursuant Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to subsection 2.12 that such a conversion is not appropriatethe Termination Date. (b) The Borrower may elect to continue all or any portion of any Any Eurodollar Loan may be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower delivering a Conversion/Continuation Notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in respect accordance with the applicable provisions of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice definition of such election“Interest Period” set forth in subsection 1.1; PROVIDED provided that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing or and, in the case of any Default, the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the Required Banks have determined date that is one month prior to the Termination Date; and provided, further, that in the case of Eurodollar Loans made or outstanding in Dollars, if the Borrower shall fail to give any required notice as described above in this subsection 3.2(b) or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any Conversion/Continuation Notice pursuant to this subsection 2.12 that such 3.2(b), the Administrative Agent shall promptly notify each affected Lender thereof. (c) Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation as a of, any Eurodollar Loan is not appropriate. The Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall specify in the aforesaid notice the amount be bound to be continued as effect a Eurodollar Loan and the Eurodollar Interest Period with respect thereto conversion or continuation in accordance with subsection 2.2therewith.

Conversion and Continuation Options. (a) i. The Borrower may elect from time to time to convert Eurodollar SOFR Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two prior notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. one (21) Business Days' Day prior irrevocable notice of such electionto the proposed conversion date; PROVIDED provided sf-5537426 that any such conversion of Eurodollar SOFR Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar SOFR Loans by giving the Administrative Agent at least prior notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. three (3) U.S. Government Securities Business Days' Days prior irrevocable notice of such election, to the proposed conversion date (which notice shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ); provided that no ABR Loan may be converted into a Eurodollar SOFR Loan when any Event of Default has occurred and is continuing or continuing. Upon receipt of any such notice, the Administrative Agent has or shall promptly notify each relevant Lender thereof. If no Interest Period is specified with respect to any SOFR Loan in a Notice of Conversion/Continuation delivered by the Required Banks Borrower to the Administrative Agent, the Borrower shall be deemed to have determined pursuant to subsection 2.12 that such a conversion is not appropriateselected an Interest Period of one month’s duration. (b) ii. The Borrower may elect from time to time to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar SOFR Loan by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such electionelection in a Notice of Conversion/Continuation, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such SOFR Loan; PROVIDED provided that no Eurodollar SOFR Loan may be continued as such when any Event of Default has occurred and is continuing continuing; provided further that (x) if the Borrower shall fail to give any required notice as described above in this paragraph, upon the expiration of the then current Interest Period, such SOFR Loans shall be automatically continued as SOFR Loans bearing interest at a rate based upon Adjusted Term SOFR and with an Interest Period of the same length as then expiring Interest Period or the Agent has or the Required Banks have determined (y) if such continuation is not permitted pursuant to subsection 2.12 that the preceding proviso, such a continuation as a Eurodollar Loan is not appropriateSOFR Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. The Borrower shall specify in the aforesaid Upon receipt of any such notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans from Eurocurrency Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Eurocurrency Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate outstanding Loans from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurocurrency Loan after the date that is one month prior to the Revolving Facility Maturity Date (in the case of conversions of Revolving Loans) or the Agent has or Term Loan Maturity Date (in the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriatecase of conversions of Term Loans). (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Eurodollar Any Eurocurrency Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, provided that no Eurocurrency Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing and the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the date that is one month prior to the Revolving Facility Maturity Date (in the case of continuations of Revolving Loans) or the Agent has Term Loan Maturity Date (in the case of continuations of Term Loans), and provided, further, that, if the Borrower shall fail to give any required notice as described above in this subsection 3.2(b) or the Required Banks have determined if such continuation is not permitted pursuant to the preceding proviso, such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice of continuation pursuant to this subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower 3.2(b), the Administrative Agent shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Agent Revolving Administrative Agent, in the case of Revolving Credit Loans, and the Administrative Agent, in the case of Term Loans, at least two (2) Business Days' Day’s prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of only on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Revolving Administrative Agent in the case of Revolving Credit Loans and the Administrative Agent in the case of Term Loans at least three (3) Business Days' ’ prior irrevocable notice of such election, election (which notice shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein), provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility. Upon receipt of any such notice the Revolving Administrative Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriateAdministrative Agent, as applicable, shall promptly notify each relevant Lender thereof. (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by giving the Agent at least three (3) Business Days' prior irrevocable notice to the Revolving Administrative Agent, in the case of Revolving Credit Loans, and the Administrative Agent, in the case of Term Loans, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or the Majority Facility Lenders in respect of such Facility have, determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the final scheduled termination or maturity date of such Facility, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso, such Loans shall be converted automatically to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Revolving Administrative Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a continuation Administrative Agent, as a Eurodollar Loan is not appropriate. The Borrower applicable, shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) one Business Days' Day’s prior irrevocable notice of such election; PROVIDED provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and (ii) no Loan may be converted into a Eurodollar Loan after the Agent has or date that is one month prior to the Required Banks have determined pursuant to subsection 2.12 that such a conversion is not appropriateMaturity Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such electionLoans; PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or (ii) after the Agent has date that is one month prior to the Maturity Date; and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or the Required Banks have determined if such continuation is not permitted pursuant to subsection 2.12 that the preceding proviso such a continuation as a Eurodollar Loan is not appropriate. The Borrower Loans shall specify in be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans to Alternate Base Rate Loans ABR Loans, by giving the Administrative Agent at least two (2) Business Days' ’ prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Eurocurrency Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Loan may be converted into a Eurocurrency Loan after the date that is one (1) month prior to the Termination Date. (b) The Borrower Any Eurocurrency Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Eurocurrency Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 in its or their sole discretion that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, Section 2.2(e) would be contravened, or (iii) after the date that is one month prior to the Termination Date, and provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice pursuant to this Section 2.4(b), the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar SOFR Loans to Alternate Base Rate ABR Loans by giving the Administrative Agent prior notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. at least two (2) three Business Days' Days prior irrevocable notice of such electionto the proposed conversion date; PROVIDED provided that any such conversion of Eurodollar SOFR Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar SOFR Loans by giving the Administrative Agent at least prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. three (3) U.S. Government Securities Business Days' Days prior irrevocable notice of such election, to the proposed conversion date (which notice shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ); provided that no ABR Loan may be converted into a Eurodollar SOFR Loan when any Event of Default has occurred and is continuing or continuing. Upon receipt of any such notice, the Administrative Agent has or shall promptly notify each relevant Lender thereof. If no Interest Period is specified with respect to any SOFR Loan in a Notice of Conversion/Continuation delivered by the Required Banks Borrower to the Administrative Agent, the Borrower shall be deemed to have determined pursuant to subsection 2.12 that such a conversion is not appropriateselected an Interest Period of one month’s duration. (b) The Borrower may elect from time to time to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar SOFR Loan by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such electionelection in a Notice of Conversion/Continuation, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such SOFR Loan; PROVIDED provided that no Eurodollar SOFR Loan may be continued as such when any Event of Default has occurred and is continuing continuing; provided further that (x) if the Borrower shall fail to give any required notice as described above in this paragraph, upon the expiration of the then current Interest Period, such SOFR Loans shall be automatically continued as SOFR Loans bearing interest at a rate based upon Adjusted Term SOFR and with an Interest Period of the same length as then expiring Interest Period or the Agent has or the Required Banks have determined (y) if such continuation is not permitted pursuant to subsection 2.12 that the preceding proviso, such a continuation as a Eurodollar Loan is not appropriateSOFR Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. The Borrower shall specify in the aforesaid Upon receipt of any such notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto in accordance with subsection 2.2Administrative Agent shall promptly notify each relevant Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect theretothereto (or on any other day if on the date of such conversion the Borrower pays to the Agent for the account of the applicable Lenders accrued interest on such Eurodollar Loans to the date of such conversion together with all amounts payable under Section 5.11). The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Term Loan Lenders or the Required Revolving Credit Lenders, as the case may be, have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the applicable Term Loans (in the case of conversions of Term Loans). (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Term Loan Lenders or the Required Revolving Credit Lenders, as the case may be, have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the applicable Term Loans (in the case of continuations of Term Loans) and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent at least two (2) Business Banking Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Banking Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate 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 continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to (a) the Revolving Credit Termination Date (in the case of conversions of Revolving Loans), (b) the date of the final installment of principal of the relevant Term Loans (in the case of conversions of Term Loans) or (c) the date of the final installment of principal of the Acquisition Loans (in the case of conversions of Acquisition Loans). (b) The Borrower Any Eurodollar Loans or Revolving Offshore Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by giving notice to the Agent at least three (3) Business Days' prior irrevocable notice Administrative Agent, in accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify appropriate or (ii) after the date that is one month prior to (a) the Revolving Credit Termination Date (in the aforesaid case of continuations of Revolving Loans), (b) the date of the final installment of principal of the relevant Term Loans (in the case of continuations of Term Loans) or (c) the date of the final installment of principal of the Acquisition Loans (in the case of Acquisition Loans), and provided, further, that if the Company shall fail to give such notice or if such continuation is not permitted such Eurodollar Loans shall be automatically converted to Base Rate Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2and, if the Company shall fail to give such notice of continuation of a Revolving Offshore Loan, such Revolving Offshore Loan shall be automatically continued for an Interest Period of one month.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such electionLoans; PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to, respectively, the Termination Date (in the case of continuations of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche denominated in Dollars from Eurodollar Loans to Alternate Base Rate ABR Loans by the Borrower Representative giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election prior to 1:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower Representative may elect from time to time to convert Alternate Base Rate outstanding Loans of a given Tranche from ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election prior to 1:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate denominated in Dollars 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 or and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has or given notice to the Required Banks have determined pursuant Borrower Representative that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to subsection 2.12 that such a conversion is not appropriatethe applicable Maturity Date. (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower Representative giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with the applicable provisions of the term “Interest Period” set forth in Subsection 1.1, provided that no Eurodollar Loan denominated in Dollars may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing or and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower Representative that no such continuations may be made or (ii) after the Required Banks have determined date that is one month prior to the applicable Maturity Date, and provided, further, (i) that, with respect to Loans denominated in Dollars if the Borrower Representative shall fail to give any required notice as described above in this clause (b) or if such continuation is not permitted pursuant to subsection 2.12 the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period and (ii) that if the Borrower Representative shall fail to give any required notice as described above in this clause (b) with respect to Loans denominated in Euro, such a continuation as a Eurodollar Loan is not appropriate. The Borrower Loans shall specify in the aforesaid notice the amount to be automatically continued as a Eurodollar Loan and the Eurodollar Loans with an Interest Period with respect thereto in accordance with subsection 2.2of one month. Upon receipt of any such notice of continuation pursuant to this Subsection 4.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Convert Eurodollar Loans or to Alternate Base Rate Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion Conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Convert Base Rate Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of Conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted Convened as provided herein, provided that (i) no Loan may be converted Converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion Conversion is not appropriate, (ii) any such Conversion may only be made if, after giving effect thereto, Section 6.3 shall not have been contravened, and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month 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 or Bridge Loans). (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be Continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED Loans, provided that no Eurodollar Loan may be continued Continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan Continuation is not appropriate. The , (ii) if, after giving effect thereto, Section 6.3 would be contravened or (iii) after the date that is one month prior to the Termination Date (in the case of Continuations of Revolving Credit Loans) or the date of the final installment of principal (in the case of Continuations of Term Loans or Bridge Loans) and provided, further, that if the Borrower shall specify in fail to give such notice or if such Continuation is not permitted such Loans shall be automatically converted to Base Rate Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans made or outstanding in Dollars to Alternate Base Rate ABR Loans by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans made or outstanding in Dollars may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate outstanding Term Loans and Revolving Credit Loans from ABR Loans to Eurodollar Loans made or outstanding in Dollars by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans outstanding in Dollars shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans made or outstanding in Dollars and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing or and, in the case of any Default, the Administrative Agent has or given notice to the Required Banks have determined pursuant Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to subsection 2.12 that such a conversion is not appropriatethe Termination Date. (b) The Borrower may elect to continue all or any portion of any Any Eurodollar Loan may be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loan, determined in respect accordance with the applicable provisions of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; term "Interest Period" set forth in subsection 1.1, PROVIDED that no Eurodollar Loan may be continued as such (i) (unless the Required Lenders otherwise consent) when any Default or Event of Default has occurred and is continuing or and, in the case of any Default, the Administrative Agent has given notice to the Borrower that no such continuations may be made or (ii) after the Required Banks have determined date that is one month prior to the Termination Date, and PROVIDED, FURTHER, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to subsection 2.12 that the preceding proviso such a Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period or if such continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in permitted pursuant to clause (i) of the aforesaid notice the amount to preceding proviso, such Eurodollar Loans will be continued for the shortest available Interest Periods as a Eurodollar Loan and determined by the Eurodollar Interest Period with respect thereto in accordance with Administrative Agent. Upon receipt of any such notice of continuation pursuant to this subsection 2.24.2(b), the Administrative Agent shall promptly notify each affected Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate ABR Loans by giving the Agent at least two (2) Business Days' prior irrevocable notice of such election; , PROVIDED that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect theretothereto and PROVIDED that Tranche B Loans may be converted only after the Existing Lender Debt Repayment Date. The Subject to subsection 2.3, the Borrower may elect from time to time to convert Alternate Base Rate ABR Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks Tranche A Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Maturity Date. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in subsection 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; Loans, PROVIDED that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Agent has or the Required Banks have Tranche A Lenders determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) after the date that is one month prior to the Maturity Date and PROVIDED, FURTHER, that if the Borrower shall specify in fail to give such notice or if such continuation is not permitted such Loans shall be automatically converted to ABR Loans on the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The relevant Borrower may elect from time to time to convert Eurodollar Loans (or, subject to Alternate Base Rate Section 2.7(d), a portion thereof) to ABR Loans on the last day of an Interest Period with respect thereto by giving the Administrative Agent prior irrevocable notice of such election. The relevant Borrower may elect from time to time to convert ABR Loans (subject to Section 2.7(d)) to Eurodollar Loans by giving the Administrative Agent at least two (2) three Business Days' prior irrevocable notice of such election; PROVIDED that any . Any such notice of conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election, which notice shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein; PROVIDED, provided that no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant in its or their sole discretion not to subsection 2.12 that permit such a conversion is not appropriateconversion. (b) The Borrower Any Eurodollar Loans (or, subject to Section 2.7(d), a portion thereof) may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the relevant Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, not less than three Business Days prior to the last day of the then current Interest Period with respect thereto, of the length of the next Interest Period to be applicable to such electionLoans; PROVIDED PROVIDED, that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined in its or their sole discretion not to permit such a continuation; and PROVIDED, FURTHER, that if the relevant Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to subsection 2.12 that the preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice from a continuation as a Eurodollar Loan is not appropriateBorrower pursuant to this Section 2.5(b), the Administrative Agent shall promptly notify each Lender thereof. The Administrative Agent shall promptly notify the applicable Borrower shall specify in upon the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto determination in accordance with subsection 2.2this Section 2.5(b), by it or the Required Lenders, not to permit such a continuation.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert outstanding Eurodollar Loans of any Class (in whole or in part) to Alternate Base Rate Loans of the same Class by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Alternate outstanding Base Rate Loans (other than Swing Line Loans) of any Class (in whole or in part) to Eurodollar Loans of the same Class by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 6.03 shall not have been violated, (iii) no Base Rate Loan of any Class may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date (in the case of Revolving Credit Loans) or the date of final maturity of the Loans of such Class (in the case of Term Loans) and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Company giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Loans in respect accordance with the applicable provisions of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED term "Interest Period" set forth in Section 1.01, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower , (ii) if, after giving effect thereto, Section 6.03 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the Company shall specify in fail to give such notice or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Eurodollar Loans shall be automatically converted to Base Rate Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The relevant Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans (or, subject to Alternate Base Rate Section 2.7(d), a portion thereof) to ABR Loans on the last day of an Interest Period with respect thereto by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The relevant Borrower may elect from time to time to convert Alternate Base Rate ABR Loans (subject to Eurodollar Section 2.7(d)) to Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, which . Any such notice of conversion to Eurocurrency Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and Alternate Base Rate ABR Loans may be converted as provided herein; provided, provided that no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant in its or their sole discretion not to subsection 2.12 that permit such a conversion is not appropriateconversion. (b) The Borrower Any Eurocurrency Loans (or, subject to Section 2.7(d), a portion thereof) may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period in with respect of such Eurodollar Loan thereto by the relevant Borrower giving the Agent at least three (3) Business Days' prior irrevocable notice to the Administrative Agent, not less than three Business Days prior to the last day of the then current Interest Period with respect thereto, of the length of the next Interest Period to be applicable to such electionLoans; PROVIDED provided, that no Eurodollar NY nv-6billion -credit.htm i Eurocurrency Loan may be continued as such when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined in its or their sole discretion not to permit such a continuation; and provided, further, that if the relevant Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to subsection 2.12 that the preceding proviso such Eurocurrency Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any notice from a continuation as a Eurodollar Loan is not appropriateBorrower pursuant to this Section 2.5(b), the Administrative Agent shall promptly notify each Lender thereof. The Administrative Agent shall promptly notify the applicable Borrower shall specify in upon the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar Interest Period with respect thereto determination in accordance with subsection 2.2this Section 2.5(b), by it or the Required Lenders, not to permit such a continuation.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such electionelection in the form of the continuation or conversion certificate attached hereto as Exhibit G; PROVIDED that provided that, unless the Borrower elects to deposit with the Administrative Agent the amount of any breakage costs and other Eurodollar Loan related costs to be incurred by the Borrower under this Agreement with respect to the prepayment or conversion of such Eurodollar Loan prior to the end of an Interest Period, any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank thereofLender. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriateappropriate and (ii) any such conversion may only be made if, after giving effect thereto, Section 2.12 shall not have been contravened. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the Borrower giving notice to the Administrative Agent, in respect accordance with the applicable provisions of the term "Interest Period" set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such electionLoans; PROVIDED provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing or and the Administrative Agent has or the Required Banks Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The appropriate or (ii) if, after giving effect thereto, Section 2.12 would be contravened; provided, further, that if the Borrower shall specify fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso, such Eurodollar Loans shall be automatically converted to Alternate Base Rate Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower Representative may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to Alternate Base Rate ABR Loans by the Borrower Representative giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election prior to 2:00 P.M., New York City time two Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election; PROVIDED that any such conversion of Eurodollar Loans may only be made as of the last day of a Eurodollar Interest Period with respect thereto. The Borrower Representative may elect from time to time to convert Alternate Base Rate outstanding Term Loans of a given Tranche from ABR Loans to Eurodollar Loans Loans, by the Borrower Representative giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election prior to 2:00 P.M., New York City time at least three Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each Bank affected Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate 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 or and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has or given notice to the Required Banks have determined pursuant Borrower Representative that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to subsection 2.12 that such a conversion is not appropriatethe applicable Maturity Date. (b) The Borrower may elect to continue all or any portion of any Eurodollar Loan upon the expiration of the designated Eurodollar Interest Period in respect of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED that no Any Eurodollar Loan may be continued as such when any Event upon the expiration of Default has occurred and is continuing or the Agent has or the Required Banks have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The Borrower shall specify in the aforesaid notice the amount to be continued as a Eurodollar Loan and the Eurodollar then current Interest Period with respect thereto by the Borrower Representative giving notice to the Administrative Agent of the length of the next Interest Period to be applicable to such Eurodollar Loan, determined in accordance with subsection 2.2.the applicable provisions of the term “Interest

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Alternate Base Rate ABR Loans by giving the General Administrative Agent at least two (2) one Business Days' Day's prior irrevocable notice of such election; PROVIDED , provided that any such conversion of Eurodollar Loans may only be made as of on the last day of a Eurodollar an Interest Period with respect theretothereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 10.11(d). The U.S. Borrower may elect from time to time to convert Alternate Base Rate outstanding ABR Loans made to it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election, which . Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Eurodollar Interest Period or Eurodollar Interest Periods therefor. Upon receipt of any such notice the General Administrative Agent shall promptly notify each Bank U.S. Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Agent has or the Required Banks Majority U.S. Lenders have determined pursuant to subsection 2.12 that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 10.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date and (iv) Swing Line Loans may not be converted to Eurodollar Loans. (b) The Borrower Any Eurodollar Loans may elect to continue all or any portion of any Eurodollar Loan be continued as such upon the expiration of the designated Eurodollar then current Interest Period with respect thereto by the U.S. Borrower giving notice to the General Administrative Agent of the length of the next Interest Period to be applicable to such Loans determined in respect accordance with the applicable provisions of such Eurodollar Loan by giving the Agent at least three (3) Business Days' prior irrevocable notice of such election; PROVIDED term "Interest Period" set forth in subsection 1.1, provided that no Eurodollar Loan may be continued as such (i) when any Default or Event of Default has occurred and is continuing and the General Administrative Agent or the Agent has or the Required Banks Majority U.S. Lenders have determined pursuant to subsection 2.12 that such a continuation as a Eurodollar Loan is not appropriate. The , (ii) if, after giving effect thereto, subsection 10.3 would be contravened or (iii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the U.S. Borrower shall specify in fail to give such notice or if such continuation is not permitted pursuant to the aforesaid notice preceding proviso such Eurodollar Loans shall be automatically converted to ABR Loans on the amount to be continued as a Eurodollar Loan and the Eurodollar last day of such then expiring Interest Period with respect thereto in accordance with subsection 2.2Period.