Common use of Conversion or Continuation Clause in Contracts

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower Company may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion Minimum Borrowing Multiples in excess thereof for and; provided, further that prior to the earlier of (a) the 30th day after the Closing Date and (b) the Syndication Date, no Loan may be made as, or converted into, a Eurocurrency Loan with an additional Interest PeriodPeriod in excess of one month except as permitted by Administrative Agent in its sole discretion. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office given not later than 1:00 12:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforLoans, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Company containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower Company may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Eurocurrency Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Eurocurrency Loans of each applicable Facility shall be allocated among the Eurocurrency Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Company containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Eurocurrency Loans, then, upon the expiration of the Interest Period therefor, such Eurocurrency Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a continuation of Alternative Currency Loans denominated in Sterling or a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, each Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of its outstanding Revolving Loans equal to (x) the third Business Day following the Closing Date with respect to conversion of Eurocurrency Rate Loans to Base Rate Loans, $1,000,000 and multiples of $100,000 in excess of that amount and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans, $5,000,000 and no continuation multiples of $1,000,000 in whole excess of that amount or in part of Dollar denominated Eurocurrency Loans (ii) upon the expiration of any Interest Period thereforapplicable to a Eurocurrency Rate Loan, shall be permitted at to continue all or any time at which an Unmatured Event portion of Default or an Event such Loan equal to $5,000,000 and multiples of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period $1,000,000 in excess of one month for any non-Dollar denominated Revolving that amount as a Eurocurrency Rate Loan. If a Borrower fails to specify a type of Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive fails to give a timely Notice of Conversion or Conversion/Continuation from with respect to any Loan, then the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will applicable Loan shall be automatically converted to Base Rate Loans oror continued as the type of Loan that it was and in the same currency, provided, however, in the case of non-Dollar a Eurocurrency Rate Loan, such Loan shall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one (1) month. No Loan may be converted into or continued as a Loan denominated Revolving Loansin a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency. If a Borrower requests a Loan of, conversion to, or continuation of a Eurocurrency Loans with Rate Loan but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Each Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the applicable Borrower pays the amounts due, if any, under subsection 2.7 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Requisite Lenders, and the Requisite Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. The applicable Borrower shall deliver a duly executed Notice of Conversion Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least (i) three (3) Business Days in advance of the proposed conversion/continuation date in the case of a Base Rate Loan or Continuation a Eurocurrency Rate Loan denominated in Dollars and (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) in advance of the proposed conversion/continuation date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency. In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be irrevocablepromptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier interest rate on all or any part of (x) the third Business Day following outstanding Loan in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount from the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans to the Eurodollar Rate; or (ii) to convert all or any part of the interest rate on the Loan in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount from the Eurodollar Rate to the Base Rate on the expiration date of any Eurodollar Interest Period applicable thereto; or (iii) upon the expiration of any Eurodollar Interest Period, to continue all or any portion thereof may be converted of the Loan equal to Eurocurrency Loans and (ii) $5,000,000 or an integral multiple of $1,000,000 in excess of that amount at the end of any Eurodollar Rate, and the succeeding Eurodollar Interest Period with respect shall commence on the expiration date of the Eurodollar Interest Period applicable thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of interest rate on the Eurocurrency Loans that willLoan may not be continued at, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loansbe converted to, the Eurodollar Rate when any Event of Default or Default has occurred and is continuing. In the event Borrower may electshall elect to convert or continue the interest rate on the Loan, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility Borrower shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”Conversion/Continuation to Lender no later than 11:00 a.m. (New York time) and shall be made by giving on the Administrative Agent at least three Business Days’ (or one Business Day proposed conversion date in the case of a conversion into to the Base Rate Loans or four Rate, and not later than 11:00 a.m. (New York time) at least three (3) Business Days’ Days in advance of the proposed conversion/continuation date in the case of a conversion to, or a continuation of, the Eurodollar Rate. A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/ Continuation shall specify (i) the amount and type of conversion or continuationproposed conversion/continuation date (which shall be a Business Day), (ii) the amount of the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, and (iv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, the Interest Period therefor, and (iii) in the case of a conversionEurodollar Rate, the date requested Eurodollar Interest Period. In lieu of conversion (which date delivering the above-described Notice of Conversion/Continuation, Borrower may give Lender telephonic notice of any proposed conversion/continuation by the time required under this Section 2.5(c); provided, that such notice shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be confirmed in writing by delivery to Lender promptly (but in no event later than the last day of the Interest Period thereforproposed conversion/continuation under this Section 2.5(c). Notwithstanding the foregoing, no conversion in whole if the Borrower has not provided the Lender with written notice that it wishes to convert or in part continue any portion of Base the Loan as permitted above, at the end of each Eurodollar Interest Period, interest shall continue to accrue at the Eurodollar Rate Loans to Eurocurrency Loans, and no continuation in whole or in part the duration of Dollar denominated Eurocurrency Loans upon the expiration of any subsequent Eurodollar Interest Period therefor, with respect to the Loan shall be permitted at one (1) month, but in any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall event, not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration beyond that of the Interest Period thereforMaturity Date, such Loans will be automatically converted to Base Rate Loans orand, in the case event that the Maturity Date is less than one (1) month from the end of non-Dollar denominated Revolving Loansa Eurodollar Interest Period, Eurocurrency Loans with an the interest rate on the Loan shall automatically convert to the Base Rate as of the end of the current Eurodollar Interest Period of one monthPeriod. Each Any Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, the interest rate (or telephonic notice in lieu thereof) shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, the Borrower may elect (i) on any Business Day Company shall have the option to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, Company shall have the option to convert Eurocurrency Loans continue as a LIBOR Loan all or any portion thereof into Base Rate Loans or of such Loan equal to $5,000,000 and integral multiples of $500,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such Eurocurrency Loans or any portion thereof for LIBOR Loan as a LIBOR Loan with an additional Interest Period; provided, however, that the aggregate principal amount Period of the Eurocurrency Loans that will, upon such conversion, constitute one month. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C, 2.6F and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 2.7 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.62.7, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The applicable Borrower shall not be entitled to specify an Interest Period in excess of one month 30 days, for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, each Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of its outstanding Revolving Loans equal to (x) the third Business Day following the Closing Date with respect to conversion of Eurocurrency Rate Loans to Base Rate Loans, $1,000,000 and multiples of $100,000 in excess of that amount and (y) the date the Administrative Agent notifies the Borrower that with respect to conversion of Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans Rate Loans, $5,000,000 and multiples of $1,000,000 in excess of that amount or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurocurrency Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into of such Loan equal to $5,000,000 and multiples of $1,000,000 in excess of that amount as a Eurocurrency Rate Loan. If a Borrower fails to specify a type of Loan or fails to give a timely Notice of Conversion/Continuation with respect to any Loan, then the applicable Loan shall be automatically converted to or continued as a Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; Loan, provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a Eurocurrency Rate Loan, such Loan shall be continued as a Eurocurrency Rate Loan in its original currency with an Interest Period of one (1) month. Any such automatic conversion into to a Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date Loan shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be effective as of the last day of the Interest Period therefor)then in effect with respect to the applicable Eurocurrency Rate Loan. Notwithstanding No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the foregoingoriginal currency of such Loan and reborrowed in the other currency. If a Borrower requests a Loan of, no conversion in whole to, or in part continuation of Base a Eurocurrency Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled Loan but fails to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfPeriod, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans it will be automatically converted deemed to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with have specified an Interest Period of one month. Each Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the applicable Borrower pays the amounts due, if any, under subsection 2.7 in connection therewith. During the existence of an Event of Default, no Loans may be converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto. The applicable Borrower shall deliver a duly executed Notice of Conversion Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least (i) three (3) Business Days in advance of the proposed conversion/continuation date in the case of a Base Rate Loan or Continuation a Eurocurrency Rate Loan denominated in Dollars and (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) in advance of the proposed conversion/continuation date in the case of a Eurocurrency Rate Loan denominated in an Alternative Currency. In lieu of delivering a Notice of Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be irrevocablepromptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall notify each Lender of any Loan subject to a Notice of Conversion/Continuation.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the The Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base to convert Prime Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Rate Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Prime Rate Loans or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Rate Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Term Loans of each applicable Facility shall be allocated among the Term Loans of the Term Lenders for such Facility in accordance with their respective Term Loan Pro Rata Shares. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata Shares. Each conversion or continuation of Additional Term Loans shall be allocated among the Additional Term Loans of the Additional Lenders in accordance with their respective Additional Term Loan Pro Rata Shares. Each conversion or continuation of Supplemental Revolving Loans shall be allocated among the Supplemental Revolving Loans of the Supplemental Revolving Lenders in accordance with their respective Supplemental Revolving Loan Pro Rata Shares. Each conversion or continuation of D Tranche Term Loans shall be allocated among the D Tranche Term Loans of the D Tranche Lenders in accordance with their respective D Tranche Term Loan Pro Rata Shares. Each conversion or continuation of E Tranche Term Loans shall be allocated among the E Tranche Term Loans of the E Tranche Lenders in accordance with their respective E Tranche Term Loan Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office thereof, given not later than 1:00 p.m. (New York City time) on such third prior Business Day, specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Rate Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Agent shall promptly notify each Revolving Lender, Term Lender, Additional Lender, Supplemental Revolving Lender, D Tranche Lender or E Tranche Lender, as applicable, of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Prime Rate Loans to Eurocurrency Eurodollar Rate Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted convert to Base Prime Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time occurring on or after the earlier of (xi) the third Business Day following 30th day after the Closing Initial Borrowing Date and (yii) the date the Administrative Agent notifies the Borrower that Syndication Date to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Revolving Loans of each applicable Facility shall be allocated among the Revolving Loans of the Lenders for such Facility in accordance with their respective Pro Rata SharesCommitment Percentages. Each such election shall be in substantially the form of Exhibit EXHIBIT 2.6 hereto (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section SECTION 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Loans equal to Eurocurrency $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a LIBOR Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a LIBOR Rate Loan may only --------- ------- be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”Conversion/Continuation to Agent no later than 9:00 A.M. (Los Angeles time) and shall be made by giving on the Administrative Agent at least three Business Days’ proposed conversion date (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above- described Notice of Conversion/Continuation, within Company may give Agent telephonic notice by the required time period required of any proposed conversion/continuation under the terms this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion Conversion/Continuation to Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, the Borrower may elect (i) on any Business Day Borrower shall have the option to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Tranche A Term Loans, Tranche B Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $2,500,000 and integral multiples of $250,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, Borrower shall have the option to convert Eurocurrency Loans continue as a LIBOR Loan all or any portion thereof into Base Rate Loans or of such Loan equal to $2,500,000 and integral multiples of $250,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such Eurocurrency Loans or any portion thereof for LIBOR Loan as a LIBOR Loan with an additional Interest Period; provided, however, that the aggregate principal amount Period of the Eurocurrency Loans that will, upon such conversion, constitute one month. Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Boston, Massachusetts time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower containing in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans from Loans bearing interest at a rate determined by reference to Eurocurrency one basis to Loans and bearing interest at a rate determined by reference to an alternative basis, in each case in a Minimum Amount therefor, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or of such Loan equal to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period$1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that a LIBOR Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days’ Days in advance of the proposed conversion date (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a nonBase Rate Loan on the last day of the then-Dollar denominated Revolving Loan) prior written notice thereof to the expiring Interest Period. A Notice Office given not later than 1:00 p.m. (New York City time) specifying of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion Conversion/Continuation to confirm such telephonic notice no later than 2:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or Continuation from the Borrower containing a permitted election telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or electronic mail (or by telephone promptly confirmed by telefacsimile or electronic mail) to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableeach Lender.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans)Unless a Default or Event of Default is continuing and the Required Lenders have expressly required otherwise, the Borrower may elect shall have the option (i) on to convert all or any Business Day at any time after part of the earlier of outstanding LIBOR Rate Loans to Alternate Base Rate Loans, (xii) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Alternate Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base LIBOR Rate Loans or (iii) to change or continue such Eurocurrency Loans the LIBOR Period applicable to all or any a portion thereof for an additional Interest Periodof the LIBOR Rate Loans; provided, however, that the aggregate principal amount of the Eurocurrency (A) except as provided in Section 3.04, LIBOR Rate Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion converted into Alternate Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be only on the last day of the Interest LIBOR Period therefor). Notwithstanding applicable thereto unless the foregoingBorrower agrees to pay all amounts due pursuant to Section 3.03, no conversion in whole (B) Loans extended as, or in part of Base converted into, LIBOR Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled subject to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive definition of “LIBOR Period” and (C) any request for extension or conversion of a Notice of Conversion or Continuation from the Borrower containing LIBOR Rate Loan that shall fail to specify a permitted election LIBOR Period shall be deemed to continue any Eurocurrency Loans be a request for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest a LIBOR Period of one month. Each such extension or conversion shall be effected by the Borrower, giving written notice (or telephone notice promptly confirmed in writing) (a “Notice of Conversion Conversion/Continuation”) to the Revolving Agent prior to 11:00 a.m., New York City time, on the third Business Day prior to the date of the proposed extension or conversion, substantially in the form of Exhibit E hereto, specifying (a) the date of the proposed extension or conversion, (b) the Loans to be so extended or converted, (c) the types of Loans into which such Loans are to be converted, and, if appropriate, (d) the applicable LIBOR Periods with respect thereto. In the event the Borrower does not request extension or conversion of any LIBOR Rate Loan in accordance with this Section 3.02, then such LIBOR Rate Loan shall be continued as a LIBOR Rate Loan (with a LIBOR Period of one month) at the end of each LIBOR Period applicable thereto, until the Borrower selects an alternate LIBOR Period or converts such Loans to Alternate Base Rate Loans. In the event any LIBOR Rate Loans are not permitted to be converted into another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall automatically be converted to Alternate Base Rate Loans at the end of the applicable LIBOR Period with respect thereto. The Administrative Agent and/or the Revolving Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan. Promptly after receipt of a Notice of Conversion/Continuation under this Section 3.02, the Administrative Agent and/or the Revolving Agent shall notify each Lender by telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan shall be irrevocable, and the Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time occurring on or after the earlier of (x) the third Business Day following the Closing Syndication Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion Minimum Borrowing Multiples in excess thereof for and; provided, further that prior to the Syndication Date, no Term B Dollar Loan may be made as, or converted into, a Eurocurrency Loan with an additional Interest PeriodPeriod in excess of seven (7) days except as permitted by Administrative Agent in its sole discretion (with all such Interest Periods ending on the same day during such period). Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a continuation of Alternate Currency Loans denominated in Sterling or a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third seventh Business Day following the Closing Amendment/Restatement Effective Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate principal amount of the Eurocurrency Loans that willfor each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or an integral multiple of (i) in the case of a Borrowing in Dollars, upon such conversion$1,000,000, constitute or (ii) in the case of a single Borrowing that must satisfy Section 2.3in Euro, 1,000,000 Euro, in each case in excess thereof. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, elect to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Term A Loans of each applicable Facility shall be allocated among the Term A Loans of the Term A Lenders for such Facility in accordance with their respective Term A Pro Rata Shares. Each conversion or continuation of New Term B Loans shall be allocated among the New Term B Loans of the New Term B Lenders in accordance with their respective New Term B Pro Rata Shares. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Lenders in accordance with their respective Revolver Pro Rata Shares. Each such election shall be in substantially the form of Exhibit EXHIBIT 2.6 hereto (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three (3) Business Days’ ' (or one Business Day in the case of a conversion into Base Rate Loans or four (4) Business Days’ ' in the case of continuation of a non-Dollar denominated Multicurrency Revolving Loan) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month 30 days for any non-Dollar denominated Multicurrency Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section SECTION 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Multicurrency Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that its outstanding Base Rate Loans equal to $2,000,000 and multiples of $250,000 in excess of that amount from Base Rate Loans to Eurodollar Rate Loans, or any portion thereof may be converted to Eurocurrency Loans and (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $2,000,000 and multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans an Interest Period applicable thereto unless Borrower pays on such conversion date all amounts owing to Lenders under subsection 2.6D; and provided further that willno Loan may be converted into or continued as a Loan denominated in a different currency, upon such conversion, constitute a single Borrowing that but instead must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, be prepaid in the same manner as described for conversions, to continue original currency of such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan and then reborrowed in the other currency. Each conversion or continuation of Loans of each applicable Facility Borrower shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Conversion/Continuation to Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. 10:00 A.M. (New York City time) specifying on the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date of conversion (which date shall be or a continuation of, a Eurodollar Rate Loan denominated in U.S. Dollars) and at least four Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day Days in advance of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no proposed conversion/continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, date (in the case of non-Dollar a conversion to, or a continuation of, a Eurodollar Rate Loan denominated Revolving Loans, Eurocurrency Loans with in an Interest Period Approved Foreign Currency). Agent is its discretion may notify Borrower and the Lenders of one monthsuch other market practice and upon such notification. Each In lieu of delivering a Notice of Conversion or Continuation Conversion/Continuation, Borrower may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be irrevocablepromptly confirmed in writing by delivery of a Notice of Conversion/ Continuation to Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender of the Loan subject to the Notice of Conversion/Continuation.

Conversion or Continuation. With respect The Borrower shall have the option -------------------------- to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) convert on any Business Day at any time occurring on or after the earlier Restatement Effective Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of Term B Loans or Revolving Loans made pursuant to one or more Borrowings (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower it being understood that Swingline Loans will at all times be maintained as Base Rate Loans) of one or more Types of Term B Loans or any portion thereof Revolving Loans, as the case may be, into a Borrowing or Borrowings of another Type of Revolving Loan or Term B Loans, as the case may be, provided -------- that (i) except as otherwise provided in Section 1.10(b), Eurocurrency Loans may --------------- be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such only on the last day of an Interest Period applicable thereto and no partial conversion of a Borrowing of Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that shall reduce the aggregate outstanding principal amount of the Eurocurrency Loans that willmade pursuant to such Borrowing to less than the Minimum Borrowing Amount, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower (ii) Base Rate Loans may electnot be converted into Eurocurrency Loans and Eurocurrency Loans may not be continued if, in either case, a violation of Section 9.01 or ------------ 9.05 or an Event of Default is in existence on the same manner date of the conversion or ---- continuation, as described for conversionsapplicable, and the Administrative Agent or the Required Lenders have determined that such conversion at such time would be disadvantageous to continue such the Lenders and (iii) Borrowings of Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility resulting from this Section 1.06 shall be allocated among the Loans of the Lenders for such Facility limited in accordance with their respective Pro Rata Sharesnumber as provided in ------------ Section 1.02. Each such election conversion or continuation, as applicable, shall be in substantially ------------ effected by the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by Borrower giving the Administrative Agent at its Notice Office, prior to 12:00 noon (New York City time), at least three Business Days’ ' (or one two Business Day Days, in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the (or telephonic notice promptly confirmed in writing) (each a "Notice Office given not later than 1:00 p.m. (New York City timeof --------- Conversion or Continuation") specifying (i) the amount and type Revolving Loans or Term B Loans to -------------------------- be so converted or continued, the Type of conversion Loans to be continued or continuationconverted into and, (ii) in the case of if to be converted into, or continued as, a conversion to or a continuation Borrowing of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case to be initially applicable thereto. Each conversion or continuation of a conversion, the date of conversion (which date Term B Loans shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be allocated among the last day Term B Loans of the Interest Period therefor)Term B Lenders in accordance with their respective Term B Pro Rata Shares. Notwithstanding Each conversion or continuation of Revolving Loans shall be allocated among the foregoing, no conversion Revolving Loans of the Lenders in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration accordance with their respective Revolving Percentages. The Administrative Agent shall give each Lender prompt notice of any Interest Period therefor, shall be permitted at such proposed conversion affecting any time at which an Unmatured Event of Default its Revolving Loans or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Term B Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that its outstanding Base Rate Loans or any portion thereof may be converted equal to Eurocurrency $2,000,000 and integral multiples of $10,000 in excess of that amount from Revolving Loans and bearing interest at the Base Rate to Revolving Loans bearing interest at LIBOR, plus the Pricing Margin; (ii) to convert at any time all or any part of its outstanding LIBOR Loans equal to $500,000 and integral multiples of $10,000 in excess of that amount from Revolving Loans bearing interest at LIBOR to Revolving Loans bearing interest at the end Base Rate (PROVIDED that any LIBOR Loan remaining after the partial conversion of a LIBOR Loan to a Base Rate Loan permitted under this clause (ii) shall be of an amount equal to at least $2,000,000) or (iii) upon the expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Loan equal to $2,000,000 and integral multiples of $10,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may not be converted into a Base Rate Loan except on the expiration date of an Interest Period applicable thereto. Swing Line Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute may not be converted into LIBOR Loans. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”Conversion/Continuation to Agent no later than 10:30 a.m. (California time) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within Company may give Agent telephonic notice by the required time period required of any proposed conversion/continuation under the terms this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion Conversion/Continuation to Agent on or Continuation from before the Borrower containing proposed conversion/ continuation date. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, thenas the case may be, upon hereunder. Except as otherwise provided in subsections 2.6A, 2.6B and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the expiration of the related Interest Period thereforRate Determination Date, such Loans will and Company shall be automatically converted bound to Base Rate Loans effect a conversion or continuation in accordance therewith or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each event Company retracts the applicable Notice of Conversion Conversion/Continuation prior to the conversion to or Continuation continuation of such LIBOR Loan, to pay such amounts as shall be irrevocablepayable under subsection 2.6C if such conversion or continuation does not occur as the result of such retraction.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Revolving Loans equal to Eurocurrency $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or of such Loan equal to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period$1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan; provided, however, that if a LIBOR Loan is converted into a Base Rate Loan on a date other than the aggregate principal amount expiration date of the Eurocurrency Loans that willInterest Period applicable thereto, upon such conversion, constitute subsection 2.6D shall apply. Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 1:00 P.M. (New York City time) at least three Business Days’ Days in advance of the proposed conversion date (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). With respect to any Base Rate or LIBOR Loan, if Borrower fails to deliver a Notice of Conversion/Continuation as described above or if any proposed conversion/continuation under this subsection 2.2D is not permitted hereunder, Borrower shall be deemed to have elected to convert such LIBOR Loan to a nonBase Rate Loan on the last day of the then-Dollar denominated Revolving expiring Interest Period and to continue any such Base Rate Loan as a Base Rate Loan) prior written notice thereof to the , as applicable. A Notice Office given not later than 1:00 p.m. (New York City time) specifying of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D, provided that Administrative Agent shall receive a Notice of Conversion Conversion/Continuation to confirm such telephonic notice no later than 1:00 P.M. (New York City time) on the day on which such telephonic notice is given. Upon receipt of written or Continuation from telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender but not later than two Business Days prior to the Funding Date of a LIBOR Loan and one Business Day prior to the Funding Date of a Base Rate Loan. Neither Administrative Agent nor any Lender shall incur any liability to Borrower containing in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a notice of non-Dollar denominated Revolving Loansa proposed conversion to, Eurocurrency Loans with an Interest Period or continuation of, a LIBOR Loan (whether by delivery of one month. Each a Notice of Conversion Conversion/Continuation or Continuation telephonic notice) shall be irrevocableirrevocable once Administrative Agent receives such notice, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after all or any part of its outstanding Term Loans or Revolving Loans equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) upon the expiration of any Interest Period applicable to a LIBOR Loan, to continue all or any portion of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan may only be converted into a Base Rate Loan on the expiration date of an Interest Period applicable thereto unless Company pays on such conversion date all amounts owing to Lenders under subsection 2.6D ; PROVIDED, FURTHER that, until the earlier of (x) the third Business Day following seventh day after the Closing Date and (y) the date the specified by Administrative Agent notifies to Company on which the Borrower that primary syndication of the Commitments and the Loan has been completed, no Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute LIBOR Loans. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “duly executed Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. 12:00 Noon (New York City time) specifying at least one Business Day in advance of the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforLIBOR Loan). Notwithstanding the foregoing, no conversion in whole or in part In lieu of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion or Continuation from Conversion/Continuation, Company may give Administrative Agent telephonic notice by the Borrower containing required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each duly executed Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall be irrevocablenotify each Lender of any Loan subject to the Notice of Conversion/Continuation.

Conversion or Continuation. With respect Subject to Dollar denominated Loans the provisions of this subparagraph (other than Swing Line Loans)iii) and the limitation on the number of Interest Periods prescribed in subparagraph (ii) above, Borrower shall have the Borrower may elect option to (i1) on any Business Day convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of outstanding Loans equal to Eurocurrency Five Hundred Thousand Dollars ($500,000) and integral multiples of Fifty Thousand Dollars ($50,000) in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii2) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or of such Loan equal to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto Five Hundred Thousand Dollars (a “Notice of Conversion or Continuation”$500,000) and shall be made by giving the Administrative Agent at least three Business Days’ integral multiples of Fifty Thousand Dollars (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii$50,000) in excess of that amount as a LIBOR Rate Loan and the case succeeding Interest Period(s) of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date such continued Loan shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be commence on the last day of the Interest Period therefor). Notwithstanding of the foregoing, no conversion in whole or in part of Base Loan to be continued; provided that LIBOR Rate Loans may only be converted into Loans bearing interest determined by reference to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon an alternative basis on the expiration date of any an Interest Period thereforapplicable thereto; and provided, shall further, that no outstanding Loan may be permitted at any time at which continued as, or be converted into, a LIBOR Rate Loan when an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing; and provided, finally, that no Loan may be converted into a LIBOR Rate Loan until ten (10) days after the Closing Date; i.e., any Loans made on the Closing Date or within ten (10) days thereafter shall be made as Base Rate Loans. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive Borrower shall deliver a fully and properly completed Notice of Conversion or Continuation from the Borrower containing a permitted election Borrowing to continue Lender no later than 11:00 a.m. (Atlanta time) at least three (3) Business Days in advance of any Eurocurrency Loans for an additional Interest Period or to convert proposed conversion/continuation date in respect of any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base LIBOR Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableLoan.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Revolving Loans equal to Eurocurrency $1,000,000 and integral multiples of $100,000 in excess of that amount from Revolving Loans and bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Revolving Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Eastern Standard Time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Revolving Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 2.6 hereof, the Borrower may elect Borrowers shall have the option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that outstanding Revolving Credit Loans from Revolving Credit Loans bearing interest as Base Rate Loans or any portion thereof may be converted to Eurocurrency Revolving Credit Loans bearing interest as Euro-Rate Loans, and (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Euro-Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Revolving Credit Loan as a Euro-Rate Loan, and the succeeding Interest Period of such continued Euro-Rate Loan shall commence on the most recent Interest Payment Date thereof; provided however that a Euro-Rate Loan may only be converted into a Revolving Credit Loan bearing interest as a Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute Interest Period applicable thereto. The Borrowers shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation to the Administrative Agent Bank no later than 11:00 A.M. (Louisville, Kentucky time) at least three (3) Business Days’ (or one Business Day Days in advance of the case proposed conversion/continuation date. A Notice of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Revolving Credit Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or continuation of, a continuation of Eurocurrency LoansEuro-Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole Euro-Rate Loan or in part of a Base Rate Loans to Eurocurrency LoansLoan, and that no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within In lieu of delivering the time period required under the terms above-described Notice of this Section 2.6Conversion/Continuation, the Borrowers may give the Administrative Agent does not receive Bank telephonic notice by the required time of any proposed conversion/continuation under this section 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to the Administrative Bank on or Continuation from before the Borrower containing proposed conversion/continuation date. The Banks shall not incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Bank believes in good faith to have been given by a permitted election duly Authorized Officer or other Person authorized to continue act on behalf of the Borrowers or for otherwise acting in good faith under this Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Revolving Credit Loans for an additional Interest Period or in accordance with this Loan Agreement pursuant to convert any such Loanstelephonic notice, thenthe Borrowers shall have effected a conversion or continuation, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in Sections 2.6B, 2.6C and 2.6G hereof, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Euro-Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date and the Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, the Borrower may elect (i) on any Business Day Company shall have the option to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Tranche A Term Loans, Tranche B Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, the applicable Borrower shall have the option to convert Eurocurrency Loans continue as a LIBOR Loan all or any portion thereof into Base Rate Loans or of such Loan equal to $5,000,000 and integral multiples of $500,000 in excess of that amount (or, in the case of Sterling Loans, equal to L5,000,000 and integral multiples of L500,000 in excess of that amount; PROVIDED that no more than one Sterling Loan of each U.K. Borrower outstanding at any time may be in an aggregate minimum amount equal to L5,000,000 and any amount in excess thereof); PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, the applicable Borrower shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, such Borrower shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such Eurocurrency Loans or any portion thereof for LIBOR Loan as a LIBOR Loan with an additional Interest Period; provided, however, that the aggregate principal amount Period of the Eurocurrency Loans that will, upon such conversion, constitute one month. The applicable Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/ Continuation to Administrative Agent no later than 11:00 A.M. (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of of, a non-Dollar denominated Revolving LIBOR Loan) prior written notice thereof ), with a copy to the Sterling Notice Office given not later than 1:00 p.m. (New York City time) specifying Office, in the case of Sterling Loans. A Notice of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within In lieu of delivering the time period required under the terms above-described Notice of this Section 2.6Conversion/Continuation, the applicable Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion or Conversion/Continuation from to Administrative Agent, with a copy to the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans orSterling Notice Office, in the case of non-Dollar denominated Revolving Sterling Loans, Eurocurrency on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to any Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with an Interest Period of one monththis Agreement pursuant to any such telephonic notice the applicable Borrower shall have effected a conversion or continuation, as the case may be, hereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C, 2.6F and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the applicable Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), The Borrowers shall have the Borrower may elect option (i) on to convert all or any Business Day at any time after the earlier part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that its outstanding LIBOR Rate Loans to Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest then-current LIBOR Period with respect theretotherefor, (ii) to convert Eurocurrency Loans or any portion thereof into Base Rate Loans to LIBOR Rate Loans, or (iii) to change or continue such Eurocurrency Loans the LIBOR Period applicable to all or any a portion thereof for an additional Interest Periodof the Loans; provided, however, that the aggregate principal amount of the Eurocurrency (A) except as provided in SECTION 4.03, LIBOR Rate Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion converted into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be only on the last day of the Interest LIBOR Period therefor). Notwithstanding applicable thereto unless the foregoingBorrowers agree to pay all amounts due pursuant to SECTION 4.02, no conversion in whole (B) Revolving Advances extended as, or in part of Base converted into, LIBOR Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at subject to the terms of the definition of “LIBOR Period” set forth in SECTION 1.01 and to the minimum limits specified in SECTION 2.01(e), (C) any time at which an Unmatured Event request for extension or conversion of Default or an Event of Default a LIBOR Rate Loan that shall have occurred and be continuing. The Borrower shall not be entitled fail to specify an Interest LIBOR Period in excess of one month shall be deemed to be a request for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest LIBOR Period of one month; and (D) no Base Rate Loans may be converted to LIBOR Rate Loans if any Default or Event of Default is then continuing. Each such extension or conversion shall be effected by the Borrowers by giving a Notice of Conversion/Continuation (or telephone notice promptly confirmed in writing) to the Administrative Agent prior to 1:00 p.m., New York City time, on the third Business Day prior to the date of the proposed extension or conversion, substantially in the form of Exhibit N-2 hereto, specifying (x) the date of the proposed extension or conversion, (y) the Revolving Advances to be so extended or converted, (z) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. Each Notice of Conversion or Conversion/Continuation shall be irrevocable. The Borrowers shall have no more than seven (7) LIBOR Rate Loans outstanding at any one time.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loansthe provisions of subsection 2.2(D) this subsection 2.2(C) and subsection 2.2(B)(8), Borrower shall have the Borrower may elect option to (i) on any Business Day convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of any outstanding Loans equal to Eurocurrency or greater than $1,000,000 from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or to continue of such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion Loan equal to or greater than $1,000,000 as a continuation LIBOR Loan and the succeeding Interest Period(s) of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date such continued Loan shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be commence on the last day of the Interest Period therefor). Notwithstanding of the foregoingLoan to be continued; provided, no conversion in whole or in part of Base Rate that LIBOR Loans may only be converted into Loans bearing interest determined by reference to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon an alternative basis on the expiration date of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for applicable thereto; and PROVIDED, FURTHER, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan when any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing; and PROVIDED, FURTHER, that no Loan may be converted to a LIBOR Loan until ten (10) days after the Closing Date. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive Borrower shall deliver a Notice of Conversion or Conversion/Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such LoansAgent no later than 11:00 A.M. (Chicago, then, upon the expiration Illinois time) at least three (3) Business Days in advance of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, proposed conversion/continuation date in the case of non-Dollar denominated Revolving the conversion of any Base Rate Loans into LIBOR Loans or the continuation of any LIBOR Loans, Eurocurrency Loans with an Interest Period of one month. Each A Notice of Conversion or Conversion/Continuation shall certify: (1) the proposed conversion/continuation date (which shall be irrevocablea Business Day), (2) the amount of the Loan to be converted/continued, (3) the nature of the proposed conversion/continuation, (4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (5) that no Default or Event of Default has occurred and is continuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(C); provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2(C). Except as provided in subsection 2.2(D)(4), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once given, and Borrower shall be bound to convert or continue in accordance therewith and Agent shall have no liability for acting in accordance with Borrower's instructions contained therein.

Conversion or Continuation. With Subject to the provisions of Section 2.2.A (in respect to Dollar denominated Loans (other than Swing Line Loans)of the initial funding of the Term Loan) and Section 2.5, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Term Loan bearing interest at a rate determined by reference to Eurocurrency Loans and one basis to Term Loan bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Term Loan as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. The Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Base Rate Loans shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount and Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount. Except as otherwise provided in Section 2.5.B or Section 2.5.C, any Notice of Conversion/Continuation for a non-Dollar denominated Revolving Loan) prior written notice thereof Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date and Notice of Conversion/Continuation for a Base Rate Loan shall be irrevocable on and after the deliver of such Notice of Conversion/Continuation to the Administrative Agent and, in each case, the Borrower shall be bound to effect a conversion or continuation in accordance therewith. A Notice Office given not later than 1:00 p.m. (New York City time) specifying of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Term Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6Further, the Administrative Agent does not receive submission by the Borrower of a Notice of Conversion or Conversion/Continuation from shall constitute a re-certification by the Borrower, as of the date of the proposed conversion/continuation, as to the matters to which the Borrower containing a permitted election certified to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableapplicable Loan Request and Loan Certificate.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Term Loans of a Class or Revolving Loans equal to Eurocurrency $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into an Alternate Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. (New York City time) specifying at least one Business Day in advance of the proposed conversion date (in the case of a conversion to an Alternate Base Rate Loan) and at least three Eurodollar Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify (i) the amount proposed conversion/continuation date (which shall be a Business Day), (ii) the amount, Class and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly notify each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Acquisition Term Loans or any portion thereof may be Revolving Loans equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis; provided -------- that Loans converted to Eurocurrency Eurodollar Loans shall be in an aggregate minimum amount of $3,000,000 and integral multiples of $1,000,000 in excess of that amount; or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into --------- ------- a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (Charlotte, NC time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the The Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base to convert Prime Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Rate Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Rate Loans or any portion thereof into Base Prime Rate Loans or to continue such Eurocurrency Eurodollar Rate Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate principal amount of the Eurocurrency Eurodollar Rate Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Term Loans of each applicable Facility shall be allocated among the Term Loans of the Term Lenders for such Facility in accordance with their respective Term Loan Pro Rata Shares. Each conversion or continuation of Revolving Loans shall be allocated among the Revolving Loans of the Revolving Lenders in accordance with their respective Revolving Loan Pro Rata Shares. Each conversion or continuation of Additional Term Loans shall be allocated among the Additional Term Loans of the Additional Lenders in accordance with their respective Additional Term Loan Pro Rata Shares. Each conversion or continuation of Supplemental Revolving Loans shall be allocated among the Supplemental Revolving Loans of the Supplemental Revolving Lenders in accordance with their respective Supplemental Revolving Loan Pro Rata Shares. Each conversion or continuation of D Tranche Term Loans shall be allocated among the D Tranche Term Loans of the D Tranche Lenders in accordance with their respective D Tranche Term Loan Pro Rata Shares. Each such election shall be in substantially the form of Exhibit EXHIBIT 2.6 hereto (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office thereof, given not later than 1:00 p.m. (New York City time) on such third prior Business Day, specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Rate Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Rate Loans, shall also be the last day of the Interest Period therefor). The Agent shall promptly notify each Revolving Lender, Term Lender, Additional Lender, Supplemental Revolving Lender or D Tranche Lender, as applicable, of its receipt of a Notice of Conversion or Continuation and of the contents thereof. Notwithstanding the foregoing, no conversion in whole or in part of Base Prime Rate Loans to Eurocurrency Eurodollar Rate Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Rate Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section SECTION 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted convert to Base Prime Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)Section 2.4, the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $1,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $250,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Sharesexcess thereof. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office thereof, given not later than 1:00 p.m. P.M. (New York City time) ), to the Notice Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation is made with respect to Revolving Loans, Term A Loans or Term B Loans and (iiiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 2.6 hereof, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of outstanding Revolving Loans from Revolving Loans bearing interest at a rate determined by reference to Eurocurrency one basis to Revolving Loans and bearing interest at a rate determined by reference to an alternative basis, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such LIBOR Rate Loans or to continue Loan as a LIBOR Rate Loan, and the succeeding Interest Period(s) of such Eurocurrency Loans or any portion thereof for an additional continued LIBOR Rate Loan shall commence on the most recent Interest PeriodPayment Date thereof; provided, provided however, that a LIBOR Rate Loan may only be converted into a Revolving Loan bearing interest determined by reference to an alternative basis on the aggregate principal amount expiration date of an Interest Period applicable thereto. The Borrower shall deliver a Notice of Conversion/Continuation to the Agent no later than 1:00 P.M. Louisville, Kentucky time at least one (1) Business Day in advance of the Eurocurrency Loans that will, upon such proposed conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or /continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day date in the case of a conversion into to a Base Rate Loans or four Loan and at least three (3) Business Days’ Days in advance of the proposed conversion/continuation date in the case of a conversion to, or a continuation of, a LIBOR Rate Loan. A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date, which must be a Business Day, (ii) the amount and type of conversion or the Revolving Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or continuation of, a continuation of Eurocurrency LoansLIBOR Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the Borrower may give the Agent telephonic notice by the required time period required of any proposed conversion/continuation under the terms of this Section 2.62.2D; provided, the Administrative Agent does not receive such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to the Agent on or Continuation from before the proposed conversion/continuation date. Neither the Agent nor any Bank shall incur any liability to the Borrower containing in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a permitted election duly Authorized Officer or other Person authorized to continue any Eurocurrency Loans act on behalf of the Borrower or for an additional Interest Period or to convert any such Loans, thenotherwise acting in good faith under this Section 2.2D and, upon the expiration conversion or continuation of the Interest Period thereforapplicable basis for determining the interest rate with respect to any Revolving Loans in accordance with this Loan Agreement pursuant to any such telephonic notice, such Loans will be automatically converted to Base Rate Loans orthe Borrower shall have effected a conversion or continuation, in as the case may be, of non-Dollar denominated the interest rate applicable to the particular Revolving LoansLoan. Except as otherwise provided in Sections 2.6B, Eurocurrency Loans with an Interest Period of one month. Each 2.6C and 2.6G hereof, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a LIBOR Rate Loan (or a telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date and the Borrower shall be bound to effect the conversion or continuation of the interest rate applicable to the particular Revolving Loan in accordance with such Notice of Conversion/Continuation.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 2.6 hereof, the Borrower may elect Borrowers shall have the option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date The Borrowers shall deliver a Notice of Conversion/Continuation to the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Bank no later than 11:00 A.M. (iiLouisville, Kentucky time) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three (3) Business Days’ (or one Business Day Days in advance of the case proposed conversion/continuation date. A Notice of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/ Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Revolving Credit Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or continuation of, a continuation of Eurocurrency LoansEuro-Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole Euro-Rate Loan or in part of a Base Rate Loans to Eurocurrency LoansLoan, and that no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within In lieu of delivering the time period required under the terms above-described Notice of this Section 2.6Conversion/Continuation, the Borrowers may give the Administrative Agent does not receive Bank telephonic notice by the required time of any proposed conversion/continuation under this section 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to the Administrative Bank on or Continuation from before the Borrower containing proposed conversion/continuation date. The Banks shall not incur any liability to the Borrowers in acting upon any telephonic notice referred to above that the Administrative Bank believes in good faith to have been given by a permitted election duly Authorized Officer or other Person authorized to continue act on behalf of the Borrowers or for otherwise acting in good faith under this Section 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Revolving Credit Loans for an additional Interest Period or in accordance with this Loan Agreement pursuant to convert any such Loanstelephonic notice, thenthe Borrowers shall have effected a conversion or continuation, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in Sections 2.6B, 2.6C and 2.6G hereof, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Euro-Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date and the Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a Term B Euro Loan or a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any Term B Euro Loan or non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of Term B Euro Loans and non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time occurring on or after the earlier of (xi) the third Business Day following 30th day after the Closing Initial Borrowing Date and (yii) the date the Administrative Agent notifies the Borrower that Syndication Date to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Revolving Loans of each applicable Facility shall be allocated among the Revolving Loans of the Revolving Lenders for such Facility in accordance with their respective Pro Rata SharesCommitment Percentages and each conversion or continuation of Term Loans shall be allocated among the Term Loans of the Term Lenders in accordance with their respective Commitment Percentages. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation is made with respect to Revolving Loans or Term Loans and (iiiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after all or any part of its outstanding Revolving Loans and Term Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount from Loans bearing interest determined by reference to the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate to Loans or any portion thereof may be converted bearing interest determined by reference to Eurocurrency Loans and the Eurodollar Rate (ii) to convert at any time all or any part of its outstanding Revolving Loans and Term Loan equal to $250,000 and multiples of $100,000 in excess of that amount from Loans bearing interest determined by reference to the end Eurodollar Rate to Loans bearing interest determined by reference to the Base Rate or (iii) upon the expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that in the aggregate principal amount event that Eurodollar Rate Loans are converted on any date that is not the last day of the Eurocurrency Loans that willInterest Period applicable thereto for any reason, upon such conversionBorrower shall indemnify, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loansdefend, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of and hold Administrative Agent and the Lenders for such Facility and their Participants harmless against any and all losses in accordance with their respective Pro Rata Sharessubsection 2.6D(iii). Each such election Borrower shall be in substantially the form of Exhibit 2.6 hereto (deliver a “duly executed Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. 10:00 A.M. (New York City Los Angeles time) specifying on the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforEurodollar Rate Loan). Notwithstanding the foregoing, no conversion in whole or in part In lieu of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. If Borrower fails to deliver a Notice of Conversion/Continuation from the with respect to any Eurodollar Rate Loan as described above, Borrower containing a permitted election shall be deemed to continue any Eurocurrency Loans for an additional Interest Period or have elected to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted Loan to a Base Rate Loans or, in the case Loan. Administrative Agent shall notify each Lender of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each any Loan subject to a Notice of Conversion or Continuation shall be irrevocableConversion/Continuation.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $1,000,000 and multiples of $500,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $2,000,000 and multiples of $250,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto unless Borrower pays on such conversion date all amounts owing to Lenders under subsection 2.6D; provided further that, until the earlier of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect ninetieth day after the Closing Date and the date specified by Agent to Euro or Sterling denominated Loans, Borrower on which the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation primary syndication of Loans of each applicable Facility shall be allocated among the Loans has been completed, no Base Rate Loan may be converted into a Eurodollar Rate Loan with an Interest Period of the Lenders for such Facility in accordance other than one month and no Eurodollar Rate Loan may be continued as a Eurodollar Rate Loan with their respective Pro Rata Sharesan Interest Period of other than one month. Each such election Borrower shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Conversion/Continuation to Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. 10:00 A.M. (New York City time) specifying on the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforEurodollar Rate Loan). Notwithstanding the foregoing, no conversion in whole or in part In lieu of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion or Continuation from Conversion/Continuation, Borrower may give Agent telephonic notice by the Borrower containing required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion Conversion/Continuation to Agent on or Continuation shall be irrevocable.before the proposed conversion/continuation

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.7, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after a Loan bearing interest at a rate determined by reference to one basis to the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans alternative basis or any portion thereof may be converted to Eurocurrency Loans and (ii) upon the expiration of an Interest Period applicable to a Loan bearing interest at the end of any Interest Period with respect theretoLIBOR Rate, to convert Eurocurrency Loans or any portion thereof into Base continue a Loan as a LIBOR Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto; and provided, further, that no Loan may be made as or converted into a Base Rate Loan during the period from December 24 of any year to and including January 7 of the Eurocurrency Loans that will, upon such conversion, constitute immediately succeeding year for the purpose of investing in securities bearing interest at a single Borrowing that must satisfy Section 2.3rate determined by reference to any other basis for the purpose of arbitrage or speculation. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”Conversion/Continuation to Lender no later than 10:00 A.M. (New York time) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, the Interest Period therefora LIBOR Rate Loan, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing, (v) with respect to each LIBOR Rate Loan, whether such LIBOR Rate Loan will be for 1, 2, 3 or 6 months. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within Borrower may give Lender telephonic notice by the required time period required of any proposed conversion/continuation under the terms this subsection 2.2(d); provided, that such notice shall be promptly confirmed in writing by delivery of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion Conversion/Continuation to Lender on or Continuation from before the proposed conversion/continuation date, and provided, further, that no more than five LIBOR Rate Loans shall be outstanding at any one time. Lender shall not incur any liability to Borrower containing in acting upon any telephonic notice referred to above that Lender believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue any Eurocurrency Loans act on behalf of Borrower or for an additional Interest Period otherwise acting in good faith under this subsection 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to convert a Loan in accordance with this Agreement pursuant to any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.7(b), 2.7(c) and 2.7(g), a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a LIBOR Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day The Borrower shall have the option (A) to convert at any time after all or any part of outstanding Base Rate Loans to Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the earlier of (x) the third Business Day following the Closing Date and (y) the same date the Administrative Agent notifies the Borrower that to Base Rate Loans or any portion thereof may be converted to Eurocurrency IBOR Rate Loans and on such expiration date; (iiC) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans all or any portion thereof into part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date to Base Rate Loans or Eurodollar Rate Loans on such expiration date; (D) to continue such Eurocurrency Loans all or any portion thereof for part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; (E) to continue all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date as IBOR Rate Loans, and the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; PROVIDED, HOWEVER, no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an additional Interest Period; providedIBOR Rate Loan (i) if the continuation of, howeveror the conversion into, that the aggregate principal amount would violate any of the Eurocurrency Loans that will, upon such conversion, constitute provisions of SECTION 5.2 or (ii) if an Event of Default or a single Borrowing that must satisfy Section 2.3Potential Event of Default would occur or has occurred and is continuing. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each Any conversion into or continuation of Eurodollar Rate Loans of each applicable Facility shall be allocated among the or IBOR Rate Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election under this SECTION 5.1(c) shall be in substantially the form a minimum amount of Exhibit 2.6 hereto (a “Notice $1,000,000 and in integral multiples of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day $100,000 in excess of that amount, except in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency an entire Borrowing of Non Pro Rata Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Additional Credit Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $1,000,000 and integral multiples of $500,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base --------- ------- Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto; and provided, further that no Loan may be made as or converted into a Base Rate Loan -------- ------- during the period from December 24 of any year to and including January 7 of the Eurocurrency Loans that will, upon such conversion, constitute immediately succeeding year for the purpose of investing in securities bearing interest at a single Borrowing that must satisfy Section 2.3rate determined by reference to any other basis for the purpose of arbitrage or speculation. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility Company shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”Conversion/Continuation to Agent no later than 11:00 A.M. (New York time) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within Company may give Agent telephonic notice by the required time period required of any proposed conversion/continuation under the terms this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion Conversion/Continuation to Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that except as provided below), to convert outstanding Base Rate Loans (or any portion thereof may be converted to Eurocurrency in an aggregate amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency outstanding Eurodollar Loans (or any portion thereof in an aggregate amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Revolving Loans of each applicable Facility shall be allocated among the Revolving Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior irrevocable written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, also shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be converted automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or a) one Business Day Day’s prior written notice in the case of a conversion into Base Rate Loans or four (b) three Business Days’ prior written notice in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof Eurocurrency Loan or in any other case to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day andDay); provided, if however, that a conversion from Eurocurrency LoansNotice of Conversion or Continuation may, shall also at the discretion of Administrative Agent, be delivered for any Loans later on the last appropriate day of than the Interest Period therefor)time specified above. Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The applicable Borrower shall not be entitled to specify an Interest Period in excess of one month 30 days, for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time occurring on or after the earlier of (xi) the third Business Day following 30th day after the Closing Initial Borrowing Date and (yii) the date the Administrative Agent notifies the Borrower that Syndication Date to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $5,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $1,000,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodexcess thereof. Each conversion or continuation of Revolving Loans of each applicable Facility shall be allocated among the Revolving Loans of the Revolving Lenders for such Facility in accordance with their respective Pro Rata SharesCommitment Percentages and each conversion or continuation of Term Loans shall be allocated among the Term Loans of the Term Lenders in accordance with their respective Commitment Percentages. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, (iii) whether such conversion or continuation is made with respect to Revolving Loans or Term Loans and (iiiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Eurocurrency Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion Minimum Borrowing Multiples in excess thereof (or, if less, the then Total Available Multicurrency Revolving Commitment or the total available Term Commitment for an additional Interest Periodthe applicable Term Facility, as applicable). Each conversion or continuation of Eurocurrency Loans of each applicable Facility shall be allocated among the Eurocurrency Loans in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three 3 Business Days’ (or one 1 Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess continuing and the Administrative Agent, at the request of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuingthe Required Lenders, so notifies Company. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Eurocurrency Loans, then, upon the expiration of the Interest Period therefor, such Eurocurrency Loans will be automatically converted to Base Rate Loans or, continued as a Eurocurrency Loan in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans same currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, the Borrower may elect (i) on any Business Day Company shall have the option to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Tranche A Term Loans, Tranche B Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $5,000,000 and integral multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, Company shall have the option to convert Eurocurrency Loans continue as a LIBOR Loan all or any portion thereof into Base Rate Loans or of such Loan equal to $5,000,000 and integral multiples of $500,000 in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of any Interest Period applicable to any LIBOR Loan, Company shall have failed to give a Notice of Conversion/Continuation with respect to such LIBOR Loan in accordance with this subsection 2.2D, Company shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such Eurocurrency Loans or any portion thereof for LIBOR Loan as a LIBOR Loan with an additional Interest Period; provided, however, that the aggregate principal amount Period of the Eurocurrency Loans that will, upon such conversion, constitute one month. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “duly executed Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If; PROVIDED however, within that during the time period required under the terms of this Section 2.6Delayed Draw Term B Loan Period, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Company may only request Tranche B Term Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to or continued as Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency or LIBOR Loans with an Interest Period of one monthmonth (unless Administrative Agent shall, in its sole discretion, otherwise consent). Each In lieu of delivering the above-described Notice of Conversion or Continuation Conversion/Continuation, Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be irrevocablepromptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Loans in accordance with this Agreement pursuant to any such telephonic notice, Company shall have effected a conversion or continuation, as the case may be, hereunder. Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, the Borrower may elect (i) on any Business Day each Domestic Borrower and Offshore Borrower shall have the option (a) to convert at any time after all or any part of its outstanding Term Loans, Revolving Loans or Offshore Loans denominated in Dollars, as the earlier case may be, equal to $5,000,000 and multiples of $500,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (xb) upon the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base expiration of any Interest Period applicable to a Eurodollar Rate Loans Loan, to continue all or any portion thereof may be converted of such Loan equal to Eurocurrency Loans $5,000,000 and multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan or, if such Eurodollar Rate Loan is less than $5,000,000, to continue the full amount of such Eurodollar Rate Loan as a Eurodollar Rate Loan and (ii) at Offshore Borrower shall have the end option upon the expiration of any Interest Period with respect theretoapplicable to a EURO-LIBOR Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to the Euro Equivalent of $5,000,000 and multiples of the Euro Equivalent of $500,000 in excess of that amount as a EURO-LIBOR Rate Loans or Loan or, if such EURO-LIBOR Rate Loan is less than $5,000,000, to continue the full amount of such Eurocurrency Loans or any portion thereof for an additional Interest PeriodEURO-LIBOR Rate Loan as a EURO-LIBOR Rate Loan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto; provided, however, except as otherwise provided herein, (i) if the Eurocurrency Loans that will, upon such conversion, constitute applicable Domestic Borrower or Offshore Borrower fails to give a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion Conversion/Continuation at least one Business Day prior to the expiration of any Interest Period applicable to any Eurodollar Rate Loan of such Domestic Borrower or Continuation”Offshore Borrower, such Borrower shall have been deemed to have delivered a Notice of Conversion/Continuation requesting that such Eurodollar Rate Loan be converted into a Base Rate Loan and (ii) and shall be made by giving the Administrative Agent if Offshore Borrower fails to give a Notice of Conversion/Continuation at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) Days prior written notice thereof to the expiration of any Interest Period applicable to any EURO-LIBOR Rate Loan, Offshore Borrower shall have been deemed to have delivered a Notice of Conversion/Continuation requesting that such EURO-LIBOR Rate Loan be continued as a EURO-LIBOR Rate Loan with a one month Interest Period. Any Domestic Borrower delivering a Notice of Conversion/Continuation shall deliver such notice to Administrative Agent at its Domestic Funding and Payment Office given not no later than 1:00 p.m. 2:00 P.M. (New York City time) specifying at least one Business Day in advance of the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date or a continuation of, a Eurodollar Rate Loan). Offshore Borrower shall deliver any Notice of conversion Conversion/Continuation to Administrative Agent at both its Domestic Funding and Payment Office no later than 2:00 P.M. (which date shall be a New York City time) and its Offshore Funding and Payment Office no later than 2:00 P.M. (London time) at least one Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day in advance of the Interest Period therefor). Notwithstanding the foregoing, no proposed conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, date (in the case of nona conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan or EURO-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period LIBOR Rate Loan). In lieu of one month. Each delivering a Notice of Conversion or Continuation Conversion/Continuation, the applicable Borrower may give Administrative Agent telephonic notice to the Domestic Funding and Payment Office and/or the Offshore Funding and Payment Office, as applicable, by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be irrevocablepromptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or before the proposed conversion/continuation date. Administrative Agent shall promptly notify each Lender of any Loan subject to any Notice of Conversion/Continuation.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day at any time from and after the earlier to occur of (xa) the third Business Day following date which is 90 days after the Closing Date and (yb) the date the Administrative on which Agent notifies Company that the Borrower that Base Rate primary syndication of the Commitments and the Loans has been completed, to convert at any time all or any part of its outstanding Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $500,000 and multiples of $250,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted -------- ------- into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon an Interest Period applicable thereto unless Company pays on such conversion, constitute conversion date all amounts owing to Lenders under subsection 2.6D. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Conversion/Continuation to Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. 10:00 A.M. (New York City time) specifying at least one Business Day in advance of the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforEurodollar Rate Loan). Notwithstanding the foregoing, no conversion in whole or in part In lieu of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion Conversion/Continuation, Company may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by -------- delivery of a Notice of Conversion/Continuation to Agent on or Continuation from before the Borrower containing a permitted election proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Agent shall promptly transmit such notice by telefacsimile or telephone to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration each Lender of the Interest Period therefor, such Loans will be automatically converted Loan subject to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableConversion/Continuation.

Conversion or Continuation. With respect to Dollar denominated Loans Any Borrower (other than Swing Line Loans), the Borrower Canadian Borrowers) may elect (i) on any Business Day at any time occurring on or after the earlier of (xa) the third Business Day following 90th day after the Closing Initial Borrowing Date and (yb) the date the Administrative Agent notifies the Borrower that Syndication Date to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Term Loans denominated in Dollars and Revolving Loans that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Term Loans that are Eurocurrency Loans for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Term Loans of each applicable Facility shall be allocated among the Term Loans of the Term Lenders for such Facility in accordance with their respective Term Pro Rata Shares. Each conversion or continuation of UK Revolving Loans shall be allocated among the UK Revolving Loans of the Lenders in accordance with their respective UK Revolver Pro Rata Shares. Each conversion or continuation of Domestic Revolving Loans shall be allocated among the Domestic Revolving Loans of the Lenders in accordance with their respective Domestic Revolver Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ ' (or one Business Day in the case of a conversion into Base Rate Loans Loans) or four Business Days’ ' in the case of continuation of a non-Dollar Loan denominated Revolving Loanin Euros) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The applicable Borrower shall not be entitled to specify an Interest Period in excess of one month 30 days, for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 2.09, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of the outstanding Loans from Loans bearing interest at a rate determined by reference to Eurocurrency one basis to Loans and bearing interest at a rate determined by reference to an alternative basis, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans or Loan and the succeeding Interest Period(s) of such continued Loan shall commence on the last day of the Interest Period of the Loan to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodbe continued; provided, however, Eurodollar Rate Loans may only be converted into Base Rate Loans on the expiration date of an Interest Period applicable thereto; provided further that no outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing; and provided further that the aggregate principal amount Base Rate Loans made on the Effective Date may not be converted to Eurodollar Rate Loans prior to three Business Days after the Effective Date. The Borrower shall deliver a Notice of Conversion/Continuation to the Agent no later than 12:00 Noon (New York time) at least two Business Days in advance of the Eurocurrency Loans that will, upon such proposed conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or /continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto date (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan), and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall certify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the Borrower may give the Agent telephonic notice by the required time period required of any proposed conversion/continuation under the terms of this Section 2.6, the Administrative Agent does not receive 2.06(d); provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to the Agent on or Continuation from before the proposed conversion/continuation date. Neither the Agent nor any Bank shall incur any liability to the Borrower containing in acting upon any telephonic notice referred to above that the Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of the Borrower or for otherwise acting in good faith under this Section 2.06(d) and upon conversion/continuation by the Agent in accordance with this Agreement, pursuant to any Eurocurrency Loans telephonic notice the Borrower shall have effected such conversion or continuation, as the case may be, hereunder. Except as provided in Section 2.09(d), a Notice of Conversion/Continuation for an additional conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Period or Rate Determination Date, and the Borrower shall be bound to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, or continue in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableaccordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 2.6., ------------ the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Loans equal to Eurocurrency $1,000,000 and integral multiples of $200,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $200,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. The Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation to the Administrative Agent no later than 10:00 A.M. (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6Further, the Administrative Agent does not receive submission by the Borrower of a Notice of Conversion or Conversion/Continuation from shall constitute a re-certification by the Borrower, as of the date of the proposed conversion/continuation, as to the matters to which the Borrower containing a permitted election certified to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case applicable Loan/Letter of non-Dollar denominated Revolving LoansCredit Request and Loan/Letter of Credit Certificate. Except as otherwise provided in Sections 2.6.B. and 2.6.C., Eurocurrency Loans with an Interest Period of one month. Each a Notice of Conversion --------------- ------ Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of -------------------------- subsection 2.6, Borrowers shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $500,000 and integral multiples of $100,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a -------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto; and provided further, ---------------- however, that Loans may not be continued as or converted to Eurodollar Rate ------- Loans with an Interest Period longer than one month prior to the end of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Initial Period. Each conversion or continuation of Loans of each applicable Facility Borrowers shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation at any time after the Closing Date to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the either Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of -------- a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/ continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of either Borrower containing a permitted election or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to continue any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrowers shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), The Borrower shall have the Borrower may elect option (i) on to convert all or any Business Day at any time after the earlier part of its outstanding LIBOR Rate Loans to Alternate Base Rate Loans, (xii) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Alternate Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base LIBOR Rate Loans or (iii) to change or continue such Eurocurrency Loans the LIBOR Period applicable to all or any a portion thereof for an additional Interest Periodof the Loans; provided, however, that the aggregate principal amount of the Eurocurrency (A) except as provided in Section 6.04, LIBOR Rate Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion converted into Alternate Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be only on the last day of the Interest Period therefor). Notwithstanding interest period applicable thereto unless the foregoingBorrower pays all amounts due pursuant to Section 6.03, no conversion in whole (B) Loans extended as, or in part of Base converted into, LIBOR Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at subject to the terms of the definition of “Interest Accrual Period” set forth in Section 1.01 and shall be in such minimum amounts as provided in Section 6.01(b), any time at which an Unmatured Event request for extension or conversion of Default or an Event of Default a LIBOR Rate Loan that shall have occurred and be continuing. The Borrower shall not be entitled fail to specify an Interest Accrual Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive shall be deemed to be a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans request for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Accrual Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a written notice (or telephone notice promptly confirmed in writing) (a “Notice of Conversion Conversion/Continuation”) to the Administrative Agent prior to 11:00 a.m., New York City time, on the third LIBOR Business Day prior to the date of the proposed extension or conversion, substantially in the form of Exhibit B-2 hereto, specifying (1) the date of the proposed extension or conversion, (2) the Loans to be so extended or converted, (3) the types of Loans into which such Loans are to be converted and, if appropriate, (4) the applicable Interest Accrual Periods with respect thereto. Each Notice of Conversion/Continuation shall be irrevocable. In the event the Borrower does not request extension or conversion of any LIBOR Rate Loan in accordance with this Section, or any such conversion or extension is not required by this Section, then such LIBOR Rate Loan shall be continued as an Alternate Base Rate Loan at the end of each Interest Accrual Period applicable thereto, until the Borrower selects an alternate Interest Accrual Period or converts such Loans to LIBOR Rate Loans. In the event any LIBOR Rate Loans are not permitted to be converted into another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall automatically be converted to Alternate Base Rate Loans at the end of the applicable Interest Accrual Period with respect thereto. The Administrative Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan. Promptly after receipt of a Notice of Conversion/Continuation under this Section 6.01(d), the Administrative Agent shall notify each Term Lender and shall notify each Revolving Lender by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan shall be irrevocable, and the Borrower shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 2.6, the Borrower may elect Borrowers shall have the option (i) on any Business Day to convert at any time after all or any part of their outstanding Loans equal to the earlier Borrowing Minimum and integral multiples of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower Borrowing Multiple in excess of that Base amount from Daily Rate Loans to Fixed Rate Loans in the same currency (or any portion thereof may be converted to Eurocurrency Loans and vice versa) or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Fixed Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or of such Loan equal to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount Borrowing Minimum and integral multiples of the Eurocurrency Loans Borrowing Multiple in excess of that will, upon such conversion, constitute amount as a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, Fixed Rate Loan in the same manner as described currency for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional another permissible Interest Period. Each conversion or continuation of Loans of each applicable Facility The Borrowers shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation to the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying on the proposed conversion date (in the case of a conversion to a Daily Rate Loan), and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Fixed Rate Loan). A Notice of Conversion/Continuation shall specify (i) the amount proposed conversion/continuation date (which shall be a Business Day), (ii) the amount, Type and type Class of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Fixed Rate Loan, the requested Interest Period therefor, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansFixed Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, Borrowers may give the Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this Section 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to the Administrative Agent on or Continuation from before the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one monthproposed conversion/continuation date. Each Notice of Conversion or Continuation shall be irrevocable.conversion CREDIT AGREEMENT

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower Company may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to ---------------------------- Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion Minimum Borrowing Multiples in excess thereof for and; provided, further that prior to the earlier of (a) the 30th day after the Initial Borrowing Date and (b) the Syndication -------- ------- Date, no Loan may be made as, or converted into, a Eurocurrency Loan with an additional Interest PeriodPeriod in excess of seven (7) days except as permitted by Administrative Agent in its sole discretion (with all such Interest Periods ending on the same day during such period). Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “----------- "Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ ' (or one ---------------------------------------- Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office given not later than 1:00 12:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforLoans, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower Company containing a ----------- permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, the Borrower may elect (i) on any Business Day Borrower shall have the option to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $1,000,000 and integral multiples of $100,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis and (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, Borrower shall have the option to convert Eurocurrency Loans continue as a LIBOR Loan all or any portion thereof into Base Rate Loans or of such Loan equal to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period$1,000,000 and integral multiples of $100,000 in excess of that amount; provided, however, that the aggregate principal amount of the Eurocurrency Loans that willif, upon such conversionthe expiration of any Interest Period applicable to any LIBOR Loan, constitute Borrower shall have failed to give a single Borrowing that must satisfy Section 2.3. With Notice of Conversion/Continuation with respect to Euro or Sterling denominated Loanssuch LIBOR Loan in accordance with this subsection 2.2D, the Borrower may elect, in the same manner as described for conversions, shall be deemed to have given a timely Notice of Conversion/Continuation electing to continue such Eurocurrency Loans or any portion thereof for LIBOR Loan as a LIBOR Loan with an additional Interest PeriodPeriod of one month. Each conversion or continuation of Loans of each applicable Facility Borrower shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 11:00 A.M. (New York, New York time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type Type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a LIBOR Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower containing in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6F, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of Section 2.6 hereof, the Borrower may elect shall have the option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of outstanding Revolving Loans made to Eurocurrency the Bor- rower from Revolving Loans and bearing interest at a rate determined by reference to one basis to Revolving Loans bearing interest at a rate determined by reference to an alternative basis, (ii) to convert at any time all or any part of outstanding Line of Credit Advances made to the end Borrower from Line of Credit Advances bearing interest at a rate determined by reference to one basis to Line of Credit Advances bearing interest at a rate determined by reference to an alternative basis, or (iii) upon the expiration of any Interest Period with respect theretoapplicable to a LIBOR Rate Loan made to the Borrower, to convert Eurocurrency Loans continue all or any portion thereof of such LIBOR Rate Loan as a LIBOR Rate Loan, and the succeeding Interest Period of such contin- ued LIBOR Rate Loan shall commence on the last day of the current Interest Period with re- spect thereto; provided however that a LIBOR Rate Loan may only be converted into a Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that willInter- est Period applicable thereto. The Borrower shall deliver a Notice of Conversion/Continuation to the Agent no later than 10:30 A.M. (Louisville, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in Kentucky time) on the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans Business Day in advance of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto pro- posed conversion/continuation date (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into to a Base Rate Loans or four Loan) and at least three (3) Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a LIBOR Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conver- sion/Continuation shall specify (i) the pro- posed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion the Revolving Loan or the Line of Credit Advance to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or continuation of, a continuation of Eurocurrency LoansLIBOR Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansLIBOR Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above- described Notice of Conversion/Continuation, within the Borrower may give the Banks telephonic notice by the required time period required of any proposed conversion/continuation under the terms of this Section 2.6, the Administrative Agent does not receive 2.2(d); provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to the Agent on or Continuation from before the proposed conver- sion/continuation date. Neither the Agent nor the Bank shall incur any liability to the Borrower containing a permitted election in acting upon any telephonic notice referred to continue above that the Agent believes in good faith to have been given by an Authorized Officer of the Borrower or for otherwise acting in good faith under this Section 2.2(d), and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Revolving Loans for an additional Interest Period or any Line of Credit Advances made to convert the Borrower in accordance with this Loan Agreement pursuant to any such Loanstelephonic notice, thenthe Borrower shall have effected a conversion or continuation, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in Sections 2.6(b), 2.6(c) and 2.6(g) hereof, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a LIBOR Rate Loan (or tele- phonic notice in lieu thereof) shall be irrevocableirre- vocable on and after the related Interest Rate Determination Date and the Borrower shall be bound to effect the conversion or continuation in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Each Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Revolving Facility shall be allocated among the Loans of the Lenders for in such Revolving Facility in accordance with their respective Revolver Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ ' (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ ' in the case of continuation of a non-Dollar denominated Revolving an Alternative Currency Loan) prior written notice thereof to the Notice Office given not later than 1:00 12:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month 30 days, for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $500,000 and integral multiples of $500,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof of such Loan equal to $500,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan; PROVIDED, HOWEVER, that a Eurodollar Rate Loan may only be converted into a Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for Loan on the expiration date of an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute Period applicable thereto. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 10:00 A.M. (Los Angeles time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/ continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans, LC Facility Loans, Synthetic Letter of Credit Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Rate Loan or a BA Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount as a LIBOR Rate Loans Loan or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Perioda BA Loan; provided, however, that a LIBOR Rate Loan may only be converted into a Base Rate Loan and a BA Loan may only be converted into a Canadian Prime Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Borrower shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “duly executed Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not no later than 1:00 p.m. 12:00 Noon (New York City time) specifying at least one Business Day in advance of the proposed conversion date (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to a Base Rate Loan or a Canadian Prime Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation of Eurocurrency Loans, the Interest Period therefor, and date (iii) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforLIBOR Rate Loan or a BA Loan). Notwithstanding the foregoing, no conversion in whole or in part In lieu of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion Conversion/Continuation, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing a permitted election to continue proposed conversion/continuation date. Upon receipt of written or telephonic notice of any Eurocurrency Loans for an additional Interest Period or to convert any such Loansproposed conversion/continuation under this subsection 2.2D, then, upon the expiration Administrative Agent shall promptly notify each applicable Lender of the Interest Period therefor, such Loans will be automatically converted Loan subject to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocableConversion/Continuation.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a continuation of Alternative Currency Loans denominated in Sterling or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving LoanLoans) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day at any time occurring on or after the earlier of (xa) the third Business Day following 30th day after the Closing Initial Borrowing Date and (yb) the date the Administrative Agent notifies the Borrower that Syndication Date to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans in Dollars or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period; providedPROVIDED, howeverHOWEVER, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Periodintegral multiple of $1,000,000, with respect to Loans denominated in Dollars, or [EURO]1,000,000, with respect to Loans denominated in Euros, or with respect to Loans denominated in an Alternative Currency, the Dollar Equivalent in such Alternative Currency of $1,000,000 (rounded to the nearest one hundred thousand units of such Alternative Currency), with respect to Loans denominated in an Alternative Currency, in excess thereof. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit EXHIBIT 2.6 hereto (a “Notice of Conversion or Continuation”"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the Administrative Agent at least three Business Days’ ' (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ ' in the case of continuation of a non-Dollar Multicurrency Revolving Loan denominated Revolving in a currency other than Dollars, Term A Euro Loan or Term B Euro Loan) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforLoans, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section SECTION 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans denominated in Dollars will be automatically converted to Base Rate Loans or, and such Loans denominated in the case of non-Dollar denominated Revolving Loans, Euros or an Alternative Currency will be automatically converted to Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and Loans, (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans in the applicable Facility of the applicable Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ ' (or one Business Day in the case of a conversion into Base Rate Loans or four three Business Days’ ' in the case of continuation of a non-Dollar Loan denominated Revolving Loanin Euros) prior written notice thereof to the Notice Office Address given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, therefor and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor(other than Alternative Currency Loans), shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The applicable Borrower shall not be entitled to specify an Interest Period in excess of one month 30 days, for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loansan Alternative Currency Loan, Eurocurrency Loans in the same Applicable Currency with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Borrower may elect (i) on any Business Day The Bor­rower or the applicable Qualified Borrower shall have the option (A) to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that out­standing Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect theretoOffered Rate, to convert Eurocurrency Loans or any portion thereof into Base Eurodollar Rate Loans or IBOR Rate Loans; (B) to convert all or any part of outstanding Eurodollar Rate Loans having Eurodollar Interest Periods which expire on the same date to Base Rate Loans, Loans at the Offered Rate or IBOR Rate Loans on such expiration date; (C) to convert all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date to Base Rate Loans, Loans at the Offered Rate or Eurodollar Rate Loans on such expiration date; (D) to continue such Eurocurrency Loans all or any portion thereof for an additional part of out­standing Eurodollar Rate Loans having Eurodollar Interest PeriodPeriods which expire on the same date as Eurodollar Rate Loans, and the succeeding Eurodollar Interest Period of such continued Loans shall commence on such expiration date; (E) to continue all or any part of outstanding IBOR Rate Loans having IBOR Interest Periods which expire on the same date as IBOR Rate Loans, and the succeeding IBOR Interest Period of such continued Loans shall commence on such expiration date; provided, however, that no such outstanding Loan may be continued as, or be converted into, a Eurodollar Rate Loan or an IBOR Rate Loan (i) if the aggregate principal amount continuation of, or the conversion into, would violate any of the Eurocurrency Loans that will, upon such conversion, constitute provisions of Section 5.2 or (ii) if an Event of Default or a single Borrowing that must satisfy Section 2.3Potential Event of Default would occur or has occurred and is continu­ing. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each Any conversion into or continuation of Eurodollar Rate Loans of each applicable Facility shall be allocated among the or IBOR Rate Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election under this Section 5.1(c) shall be in substantially the form a minimum amount of Exhibit 2.6 hereto (a “Notice $1,000,000 and in integral multiples of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day $100,000 in excess of that amount, except in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency an entire Borrowing of Non Pro Rata Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of its outstanding Term Loans equal to Eurocurrency or in excess of $5,000,000 or all or any part of its outstanding Revolving Dollar Loans equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan or Domestic Sterling Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to (x) in the case of Eurodollar Rate Loans Loans, any amount equal to or to continue such Eurocurrency Loans in excess of $5,000,000 as a Eurodollar Rate Loan or any portion thereof for an additional Interest Period(y) in the case of Domestic Sterling Rate Loans, (Pounds)2,500,000 and integral multiples of (Pounds)1,000,000 in excess of that amount as a Domestic Sterling Rate Loan; provided, however, that a -------- ------- Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency an Interest Period applicable thereto. Revolving Dollar Loans that will, upon such conversion, constitute may not be converted into Revolving Sterling Loans and Revolving Sterling Loans may not be converted into Revolving Dollar Loans. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 9:00 A.M. (San Francisco time) at least three Business Days’ (or i) one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan), (ii) three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan) or (iii) four Business Days in advance of the proposed continuation date (in the case of a continuation of a non-Dollar denominated Revolving Domestic Sterling Rate Loan) prior written notice thereof to the ). A Notice Office given not later than 1:00 p.m. (New York City time) specifying of Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of, a Eurodollar Rate Loan, or in the case of Eurocurrency Loansa continuation of a Domestic Sterling Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part the case of Base a continuation of a Domestic Sterling Rate Loans to Eurocurrency LoansLoan, and that no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice -------- shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Upon receipt of written or telephonic notice of any proposed conversion/continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan or Domestic Sterling Rate Loan, as the case may be (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect The Borrowers shall have the option (a) to Dollar denominated convert all or any part of the outstanding LIBOR Rate Loans to Alternate Base Rate Loans, (other than Swing Line Loans), the Borrower may elect (ib) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Alternate Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Loans or any portion thereof into Base LIBOR Rate Loans or (c) to change or continue such Eurocurrency Loans the LIBOR Period applicable to all or any a portion thereof for an additional Interest Periodof the LIBOR Rate Loans; provided, however, that the aggregate principal amount of the Eurocurrency (i) except as provided in Section 3.04, LIBOR Rate Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion converted into Alternate Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be only on the last day of the Interest LIBOR Period therefor). Notwithstanding applicable thereto unless the foregoingBorrowers agree to pay all amounts due pursuant to Section 3.03, no conversion in whole (ii) Loans extended as, or in part of Base converted into, LIBOR Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled subject to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive definition of “LIBOR Period” and (iii) any request for extension or conversion of a Notice of Conversion or Continuation from the Borrower containing LIBOR Rate Loan that shall fail to specify a permitted election LIBOR Period shall be deemed to continue any Eurocurrency Loans be a request for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest a LIBOR Period of one month. Each such extension or conversion shall be effected by the Borrower Representative, on behalf of the applicable Borrower, to give a written notice (or telephone notice promptly confirmed in writing) (a “Notice of Conversion Conversion/Continuation”) to the Revolving Agent prior to 12:00 noon on the third Business Day prior to the date of the proposed extension or conversion, substantially in the form of Exhibit E hereto, specifying (A) the date of the proposed extension or conversion, (B) the Loans to be so extended or converted, (C) the types of Loans into which such Loans are to be converted, and, if appropriate, (D) the applicable LIBOR Periods with respect thereto. So long as there is no Default or Event of Default, in the event the Borrowers do not request extension or conversion of any LIBOR Rate Loan in accordance with this Section 3.02, or any such conversion or extension is not required by this Section 3.02, then such LIBOR Rate Loan shall be continued as a LIBOR Rate Loan (with a LIBOR Period of one month) at the end of each LIBOR Period applicable thereto, until the Borrowers select an alternate LIBOR Period or convert such Loans to Alternate Base Rate Loans. In the event any LIBOR Rate Loans are not permitted to be converted into another LIBOR Rate Loan hereunder, such LIBOR Rate Loans shall automatically be converted to Alternate Base Rate Loans at the end of the applicable LIBOR Period with respect thereto. The Revolving Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan. Promptly after receipt of a Notice of Conversion/Continuation under this Section 3.02, the Revolving Agent shall notify each Lender by telex or telecopy, or other similar form of transmission, of the proposed conversion/continuation. Any Notice of Conversion/Continuation for conversion to, or continuation of, a Loan shall be irrevocable, and the Borrowers shall be bound to convert or continue in accordance therewith.

Conversion or Continuation. With respect to Dollar denominated Loans (other than Swing Line Loans), the Any Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Loans and (ii) at the end of any Interest Period with respect thereto, to convert Loans denominated in Dollars that are Eurocurrency Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period and (iii) at the end of any Interest Period with respect thereto, to continue Loans denominated in an Alternative Currency for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single for each Interest Period therefor must be in an aggregate principal amount equal to the Minimum Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described Amount for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodMinimum Borrowing Multiples in excess thereof. Each conversion or continuation of Loans of each applicable a Facility shall be allocated among the Loans of the Lenders for in such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 2.7 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office Address given not later than 1:00 12:00 p.m. (New York City time) (12:00 p.m. London time in the case of a continuation of an Alternative Currency Loan) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period thereforDay). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period thereforother than Loans denominated in Alternative Currencies, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower Borrowers shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Alternative Currency Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.this

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)Section 2.4, the Borrower may elect (i) on any Business Day at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that to convert Base Rate Loans or any portion thereof may be converted to Eurocurrency Eurodollar Loans and (ii) at the end of any Interest Period with respect thereto, to convert Eurocurrency Eurodollar Loans or any portion thereof into Base Rate Loans or to continue such Eurocurrency Eurodollar Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Eurodollar Loans that will, upon such conversion, constitute a single Borrowing that for each Interest Period therefor must satisfy Section 2.3. With respect to Euro be in an aggregate principal amount of $1,000,000 or Sterling denominated Loans, the Borrower may elect, an integral multiple of $500,000 in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Sharesexcess thereof. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “"Notice of Conversion or Continuation”") and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) ' prior written notice thereof to the Notice Office thereof, given not later than 1:00 p.m. 12:00 P.M. (New York City time) ), to the Notice Address specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Eurodollar Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date shall be a Business Day and, if a conversion from Eurocurrency Eurodollar Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Eurodollar Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Eurodollar Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion or Continuation from the Borrower containing a permitted election to continue any Eurocurrency Eurodollar Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of its outstanding Revolving Loans (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate but not Swing Line Loans or any portion thereof may be converted Negotiated Rate Loans) equal to Eurocurrency $2,500,000 and integral multiples of $500,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $2,500,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; providedPROVIDED, howeverHOWEVER, that a Eurodollar Rate Loan may only be converted into a Prime Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that willan Interest Period applicable thereto, upon unless Company pays to Lenders such conversion, constitute amounts as may be due under section D of Appendix A annexed hereto for failure of a single Borrowing that must satisfy Section 2.3. With respect conversion to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of any Eurodollar Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof); PROVIDED FURTHER that Swing Line Loans shall only bear interest as Prime Rate Loans and Company shall not have any right to convert outstanding Swing Line Loans which are Prime Rate Loans into Swing Line Loans bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate; and PROVIDED FURTHER that no Loan may be made as (other than the making of each applicable Facility shall be allocated among Swing Line Loans) or converted into a Prime Rate Loan during the Loans period from December 24 of any year to and including January 7 of the Lenders immediately succeeding year for such Facility the purpose of investing in accordance with their respective Pro Rata Sharessecurities bearing interest at a rate determined by reference to any other basis for the purpose of arbitrage or speculation. Each such election Negotiated Rate Loans may not be converted or continued but shall be in substantially at all times bear interest at the form of Exhibit 2.6 hereto (applicable Negotiated Rate. Company shall deliver a “Notice of Conversion or Continuation”Conversion/Continuation to Agent no later than 12:00 Noon (New York time) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in advance of the proposed conversion/continuation date (in the case of a conversion into Base to a Prime Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to or a continuation of Eurocurrency Loansa Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date or a continuation of conversion (which date shall be a Business Day andEurodollar Rate Loan, if a conversion from Eurocurrency Loans, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within Company may give Agent telephonic notice by the required time period required of any proposed conversion/continuation under the terms this subsection 2.2C; PROVIDED that such notice shall be promptly confirmed in writing by delivery of this Section 2.6, the Administrative Agent does not receive a Notice of Conversion Conversion/Continuation to Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or 36 44 for otherwise acting in good faith under this subsection 2.2C, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case may be, hereunder. Except as otherwise provided in sections B, C and G of non-Dollar denominated Revolving LoansAppendix A annexed hereto, Eurocurrency Loans with an Interest Period of one month. Each a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith, unless Company pays to Lenders such amounts as may be due under section D of Appendix A annexed hereto for failure of a conversion to or continuation of any Eurodollar Rate Loan to occur on the date specified therefor in a Notice of Conversion/Continuation (or telephonic notice in lieu thereof).

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrowers shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Tranche B Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $500,000 and integral multiples of $100,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto; and provided further, however, that Loans may not be continued as or converted to Eurodollar Rate Loans with an Interest Period longer than one month prior to the end of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Initial Period. Each conversion or continuation of Loans of each applicable Facility Borrowers shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation at any time after the Closing Date to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) unless the Requisite Lenders otherwise agree, in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the either Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/ continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrowers in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of either Borrower containing a permitted election or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to continue any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrowers shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrowers shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loansthe provisions of subsection 2.2(D) this subsection 2.2(C) and subsection 2.2(B)(8), Borrower shall have the Borrower may elect option to (i) on any Business Day convert at any time after the earlier of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate Loans all or any portion thereof may be converted part of any outstanding Loans equal to Eurocurrency or greater than $1,000,000 from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis, or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base Rate Loans or to continue of such Eurocurrency Loans or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion Loan equal to or greater than $1,000,000 as a continuation LIBOR Loan and the succeeding Interest Period(s) of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date such continued Loan shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be commence on the last day of the Interest Period therefor). Notwithstanding of the foregoingLoan to be continued; provided, no conversion in whole or in part of Base Rate that LIBOR Loans may only be converted into Loans bearing interest determined by reference to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon an alternative basis on the expiration date of any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for applicable thereto; and provided, further, that no outstanding Loan may be continued as, or be converted into, a LIBOR Loan when any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing; and provided, further, that no Loan may be converted to a LIBOR Loan until ten (10) days after the Closing Date. If, within the time period required under the terms of this Section 2.6, the Administrative Agent does not receive Borrower shall deliver a Notice of Conversion or Conversion/Continuation from the Borrower containing a permitted election to continue any Eurocurrency Loans for an additional Interest Period or to convert any such LoansAgent no later than 11:00 A.M. (Chicago, then, upon the expiration Illinois time) at least three (3) Business Days in advance of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, proposed conversion/continuation date in the case of non-Dollar denominated Revolving the conversion of any Base Rate Loans into LIBOR Loans or the continuation of any LIBOR Loans, Eurocurrency Loans with an Interest Period of one month. Each A Notice of Conversion or Conversion/Continuation shall certify: (1) the proposed conversion/continuation date (which shall be irrevocablea Business Day), (2) the amount of the Loan to be converted/continued, (3) the nature of the proposed conversion/continuation, (4) in the case of a conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period, and (5) that no Default or Event of Default has occurred and is continuing or would result from the proposed conversion/continuation. In lieu of delivering the above-described Notice of Conversion/Continuation, Borrower may give Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(C); provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent on or before the proposed conversion/continuation date. Neither Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2(C). Except as provided in subsection 2.2(D)(4), a Notice of Conversion/Continuation for conversion to, or continuation of, a LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable once given, and Borrower shall be bound to convert or continue in accordance therewith and Agent shall have no liability for acting in accordance with Borrower's instructions contained therein.

Conversion or Continuation. With respect Subject to Dollar denominated Loans the other provisions of this Agreement, including, without limitation, satisfying the Conditions set forth in Section 3, Borrowers shall have the option to (other than Swing Line Loans), the Borrower may elect (i1) on any Business Day convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date outstanding Loans equal to $1,000,000 and (y) the date the Administrative Agent notifies the Borrower integral multiples of $100,000 in excess of that amount from Base Rate Loans to LIBOR Loans or any portion thereof may be converted to Eurocurrency Loans and (ii2) at upon the end expiration of any Interest Period with respect theretoapplicable to a LIBOR Loan, to convert Eurocurrency Loans (a) continue all or any portion thereof into Base Rate Loans of such LIBOR Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a LIBOR Loan or to continue such Eurocurrency Loans (b) convert all or any portion thereof for an additional Interest Period; provided, however, that the aggregate principal amount of the Eurocurrency Loans that will, upon such conversion, constitute LIBOR Loan to a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ (or one Business Day in the case of a conversion into Base Rate Loans Loan. The succeeding Interest Period(s) of such continued or four Business Days’ in the case of continuation of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying (i) the amount and type of conversion or continuation, (ii) in the case of a conversion to or a continuation of Eurocurrency Loans, the Interest Period therefor, and (iii) in the case of a conversion, the date of conversion (which date converted Loan shall be a Business Day and, if a conversion from Eurocurrency Loans, shall also be commence on the last day of the Interest Period therefor). Notwithstanding of the foregoingLoan to be continued or converted; provided that no outstanding Loan may be continued as, no conversion in whole or in part of Base Rate Loans to Eurocurrency Loansbe converted into, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of a LIBOR Loan, when any Interest Period therefor, shall be permitted at any time at which an Unmatured Event of Default or an Event of Default shall have has occurred and be is continuing. Borrowers shall deliver a Notice of Borrowing with respect to any such conversion/continuation to Administrative Agent no later than 12 p.m. (noon) New York time at least three (3) Business Days in advance of the proposed conversion/continuation date. The Borrower Notice of Borrowing with respect to such conversion/continuation shall not certify: (1) the proposed conversion/continuation date which shall be entitled a Business Day; (2) the amount of the Loan to specify an be converted/continued; (3) the nature of the proposed conversion/continuation; (4) in the case of conversion to, or a continuation of, a LIBOR Loan, the requested Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Period; (5) that no Default or an Event of Default has occurred and is continuingcontinuing or would result from the proposed conversion/continuation; and (6) that all conditions to make Loans as set forth in Section 3 and in the Conditions Rider have been satisfied. If, within the time period required under the terms In lieu of this Section 2.6, the Administrative Agent does not receive delivering a Notice of Conversion or Continuation from the Borrower containing a permitted election Borrowing with respect to continue any Eurocurrency Loans for an additional Interest Period or to convert any such Loansconversion/continuation, thenthe Company may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2(D) (in such telephonic notice such Borrower shall certify to the items set forth above with respect to the Notice of Borrowing); provided that such telephonic notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing (in form and substance described herein) with respect to such conversion/continuation to Administrative Agent on or before the proposed conversion/continuation date. Once given, upon such Borrower shall be bound by such telephonic notice. Upon the expiration of the an Interest Period thereforfor a LIBOR Loan, in the absence of a new Notice of Borrowing or a telephonic notice submitted to Administrative Agent not less than three (3) Business Days prior to the end of such Loans will Interest Period, the LIBOR Loan then maturing shall be automatically converted to a Base Rate Loans or, Loan. No Agent or any Lender shall incur any liability to any Borrower in the case of non-Dollar denominated Revolving Loans, Eurocurrency Loans with an Interest Period of one month. Each acting upon any telephonic notice or a Notice of Conversion Borrowing referred to above that Administrative Agent believes in good faith to have been given by an officer or Continuation shall be irrevocableother person authorized to act on behalf of such Borrower or for otherwise acting in good faith under this subsection 2.2(D).

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Borrower shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Term Loans or any portion thereof may be converted Revolving Loans equal to Eurocurrency $500,000 and integral multiples of $100,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to an alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $1,000,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the aggregate principal amount expiration date of an Interest Period applicable thereto; and provided further, however, that Loans may not be continued as or converted to Eurodollar Rate Loans with an Interest Period longer than one month prior to the end of the Eurocurrency Loans that will, upon such conversion, constitute a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Initial Period. Each conversion or continuation of Loans of each applicable Facility Borrower shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (deliver a “Notice of Conversion or Continuation”) and shall be made by giving Conversion/Continuation at any time after the Restatement Effective Date to Administrative Agent no later than 12:00 Noon (New York City time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) unless the Requisite Lenders otherwise agree, in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Borrower may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the proposed conversion/ continuation date. Upon receipt of written or telephonic notice of any proposed conversion/ continuation under this subsection 2.2D, Administrative Agent shall promptly transmit such notice by telefacsimile or telephone to each Lender. Neither Administrative Agent nor any Lender shall incur any liability to Borrower containing in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other Person authorized to continue act on behalf of Borrower or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Borrower shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith.

Conversion or Continuation. With respect Subject to Dollar denominated Loans (other than Swing Line Loans)the provisions of subsection 2.6, Company shall have the Borrower may elect option (i) on any Business Day to convert at any time after the earlier all or any part of (x) the third Business Day following the Closing Date and (y) the date the Administrative Agent notifies the Borrower that Base Rate its outstanding Acquisition Loans or any portion thereof may be converted Term Loan or Revolving Loans equal to Eurocurrency $5,000,000 and integral multiples of $1,000,000 in excess of that amount from Loans and bearing interest at a rate determined by reference to one basis to Loans bearing interest at a rate determined by reference to the alternative basis or (ii) at upon the end expiration of any Interest Period with respect theretoapplicable to a Eurodollar Rate Loan, to convert Eurocurrency Loans continue all or any portion thereof into Base of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loans or to continue such Eurocurrency Loans or any portion thereof for an additional Interest PeriodLoan; provided, however, that a Eurodollar Rate Loan may only be converted into --------- ------- a Base Rate Loan on the aggregate principal amount expiration date of the Eurocurrency Loans that will, upon such conversion, constitute an Interest Period applicable thereto. Company shall deliver a single Borrowing that must satisfy Section 2.3. With respect to Euro or Sterling denominated Loans, the Borrower may elect, in the same manner as described for conversions, to continue such Eurocurrency Loans or any portion thereof for an additional Interest Period. Each conversion or continuation of Loans of each applicable Facility shall be allocated among the Loans of the Lenders for such Facility in accordance with their respective Pro Rata Shares. Each such election shall be in substantially the form of Exhibit 2.6 hereto (a “Notice of Conversion or Continuation”) and shall be made by giving the Conversion/Continuation to Administrative Agent no later than 12:00 Noon (New York time) at least three Business Days’ (or one Business Day in advance of the proposed conversion date (in the case of a conversion into to a Base Rate Loans or four Loan) and at least three Business Days’ Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). A Notice of a non-Dollar denominated Revolving Loan) prior written notice thereof to the Notice Office given not later than 1:00 p.m. (New York City time) specifying Conversion/Continuation shall specify (i) the proposed conversion/continuation date (which shall be a Business Day), (ii) the amount and type of conversion or the Loan to be converted/continued, (iii) the nature of the proposed conversion/continuation, (iiiv) in the case of a conversion to to, or a continuation of Eurocurrency Loansof, a Eurodollar Rate Loan, the requested Interest Period thereforPeriod, and (iiiv) in the case of a conversionconversion to, the date of conversion (which date shall be or a Business Day andcontinuation of, if a conversion from Eurocurrency LoansEurodollar Rate Loan, shall also be the last day of the Interest Period therefor). Notwithstanding the foregoing, that no conversion in whole or in part of Base Rate Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar denominated Eurocurrency Loans upon the expiration of any Interest Period therefor, shall be permitted at any time at which an Unmatured Potential Event of Default or an Event of Default shall have occurred and be continuing. The Borrower shall not be entitled to specify an Interest Period in excess of one month for any non-Dollar denominated Revolving Loan if an Unmatured Event of Default or an Event of Default has occurred and is continuing. IfIn lieu of delivering the above-described Notice of Conversion/Continuation, within the time period required under the terms of this Section 2.6, the Company may give Administrative Agent does not receive telephonic notice by the required time of any proposed conversion/continuation under this subsection 2.2D; provided that such notice shall be promptly confirmed in -------- writing by delivery of a Notice of Conversion Conversion/Continuation to Administrative Agent on or Continuation from before the Borrower containing proposed conversion/continuation date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a permitted election duly authorized officer or other person authorized to continue act on behalf of Company or for otherwise acting in good faith under this subsection 2.2D, and upon conversion or continuation of the applicable basis for determining the interest rate with respect to any Eurocurrency Loans for an additional Interest Period or in accordance with this Agreement pursuant to convert any such Loanstelephonic notice Company shall have effected a conversion or continuation, then, upon the expiration of the Interest Period therefor, such Loans will be automatically converted to Base Rate Loans or, in as the case of non-Dollar denominated Revolving Loansmay be, Eurocurrency Loans with an Interest Period of one monthhereunder. Each Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Conversion Conversion/Continuation for conversion to, or Continuation continuation of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocableirrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.