Common use of Conversions Clause in Contracts

Conversions. The Borrower shall have the option to convert from time to time, on any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided that (i) if for any reason whatsoever any Eurodollar Loans are converted into Base Rate Loans on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000, (iii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Eurodollar Borrowings than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Each Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least the applicable Minimum Borrowing Amount (xand, if greater, in an integral multiple of $500,000) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of Loans made to such Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans under a single Tranche into a Borrowing (of the same Tranche) or Borrowings of another Type of LoanLoan under such Tranche, provided that (i) if for except as otherwise provided in Section 1.10(b) or unless the respective Borrower pays all amounts owing pursuant to Section 1.11 concurrently with any reason whatsoever any such conversion, Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Eurodollar Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000applicable Minimum Borrowing Amount applicable thereto, (iiiii) unless the Required Banks Lenders otherwise specifically agree in writingagree, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iii) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 30th day after the Restatement Effective Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second, third or fourth Interest Period referred to in clause (B) of the provisos appearing in each of Section 1.01(a)(iii) and Section 1.01(b)(iii) and so long as any such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 30th day after the Restatement Effective Date as are permitted under Section 1.01(a)(iii) and Section 1.01(b)(iii), and (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.061.02. Each such conversion shall be effected by the applicable Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon 2:00 P.M. (Chicago New York time) at least three Business Days’ prior notice (xeach, a “Notice of Conversion/Continuation”) in the case form of a conversion Exhibit A-2, appropriately completed to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying specify the Loans of such Borrower to be so converted, the Borrowing(s) Borrowing or Borrowings pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring on or after the Restatement Effective earlier of (1) the 5th day after the Initial Borrowing Date and (2) the Syndication Date, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 1,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 1,000,000 (or $1,000,000 500,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided PROVIDED that (i) if for any reason whatsoever any no Eurodollar Loans are may be converted into Base Rate Loans on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,0001,000,000, (iii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Eurodollar Borrowings than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago New York time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring after the Restatement Effective Date (or, in the case of the Tranche C Term Loans, on or after the earlier of (1) the 14th day after the Restatement Effective Date and (2) the Syndication Date), all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 5,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided that (i) if for any reason whatsoever any Eurodollar Loans are converted into Base Rate Loans on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,0005,000,000, (iii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Eurodollar Borrowings than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago New York time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert from time to time, on ----------- any Business Day occurring on or after the Restatement Effective Initial Borrowing Date, all or a portion at least equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), applicable Minimum Borrowing Amount of the outstanding principal amount of Loans (other than Swingline Loans which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans under a single Tranche into a Borrowing (of the same Tranche) or Borrowings of another Type of LoanLoan under such Tranche; provided, provided that (i) if for -------- except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11 concurrently with any reason whatsoever any such conversion, Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iviii) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion pursuant is effective on the first day of the first, second or third Interest Period referred to this Section 1.06 shall in clause (y) of each of Sections 1.01(a)(iii) and 1.01(b)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Borrowings than is Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Section 1.02 Sections 1.01(a)(iii) and 1.01(b)(ii) and (viv) Swingline Borrowings of Eurodollar Loans may not be converted pursuant to resulting from this Section 1.06. Each such conversion 1.06 shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago time) at least (x) limited in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) number as provided in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its LoansSection 1.

Conversions. The (a) Each Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring after the Restatement Effective DateDay, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), Minimum Borrowing Amount of the outstanding principal amount of U.S. Dollar Denominated Loans made to it pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of U.S. Dollar Denominated Revolving Loans into a Borrowing (of the same Tranche) of another Type of U.S. Dollar Denominated Revolving Loan; provided that, (a) except as otherwise provided that (i) if for any reason whatsoever any Eurodollar in Section 2.10(b), LIBOR Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Revolving Loans being converted, converted unless the Borrower shall Borrowers pay all any amounts owing in connection therewith due to the Lenders pursuant to Section 2.11 as required by Section 1.11, (ii) a result of such conversion and no such partial conversion of Eurodollar LIBOR Loans shall reduce the outstanding principal amount of such Eurodollar LIBOR Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iiib) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only not be converted into Eurodollar LIBOR Loans if no Default or any Event of Default is in existence on the proposed date of conversion and either the conversionAdministrative Agent or the Required Lenders have elected, upon notice to the Borrowers, to not permit such conversion in its or their sole discretion, and (ivc) no conversion pursuant to this Section 1.06 2.06 shall result in a greater number of Eurodollar Borrowings of LIBOR Loans than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.062.02. Each such conversion shall be effected by the relevant Borrower (of the U.S. Dollar Denominated Revolving Loan being converted) by giving the Administrative Agent at its the Notice Office prior to 12:00 Noon P.M. (Chicago New York City time) at least (xi) in the case of a conversion to Eurodollar conversions of Base Rate Loans into LIBOR Loans, three Business Days' ’ prior written notice or telephonic notice promptly confirmed in writing and (yii) in the case of a conversion to conversions of LIBOR Loans into Base Rate Loans, one Business Day's ’s prior written notice or telephonic notice promptly confirmed in writing (each each, a "“Notice of Conversion") specifying /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the U.S. Dollar Denominated Revolving Loans to be so converted, the Borrowing(s) Borrowing or Borrowings pursuant to which such U.S. Dollar Denominated Revolving Loans were made incurred and, if to be converted into Eurodollar LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank Lender prompt notice of any such proposed conversion affecting any of its U.S. Dollar Denominated Revolving Loans. (b) Mandatory and voluntary conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule 1.01(b). Except as provided in Schedule 1.01(b), Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance or B/A Equivalent Note, as the case may be.[Reserved]. (c) Each Canadian Borrower shall have the option to convert, on any Business Day occurring on or after the Effective Date, all or a portion at least equal to at least the Minimum Borrowing Amount of the outstanding principal amount of one or more Canadian Prime RateDollar Denominated Revolving Loans made to such Canadian Borrowerit pursuant to one or more Borrowings of one or more Types of Canadian Dollar Denominated Revolving Loans into a Borrowing or Borrowings of Bankers’ Acceptance Loansof another Type of Canadian Dollar Denominated Revolving Loan; provided that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may not be converted into Bankers’ AcceptanceBA Rate Loans if a Default or anany Event of Default is in existence on the proposed date of such conversion and either the Administrative Agent or the Required Lenders have elected, upon notice to the Borrowers, to not permit such conversion in its or their sole discretion, (ii) Borrowings of Bankers’ AcceptanceBA Rate Loans resulting from this Section 2.06 shall be limited in number as provided in Section 2.02 and (iii) except as otherwise provided in Section 2.10(b), BA Rate Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Revolving Loans being converted unless the Canadian Borrowers pay any amounts due to the Lenders pursuant to Section 2.11 as a result of such conversion and no such partial conversion of BA Rate Loans shall reduce the outstanding principal amount of such BA Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto. Each such conversion shall be effected by the relevant Canadian Borrower (of Canadian Dollar Denominated Revolving Loan being converted), by giving the Administrative Agent written notice or telephonic notice promptly confirmed in writing to the Notice Office, prior to 12:00 P.M. (New York City time), at least three (i) in the case of conversions of Canadian Prime Rate Loans into BA Rate Loans, three Business Days prior to the date of the proposed conversion and (ii) in the case of conversions of BA Rate Loans into Canadian Prime Rate Loans, one Business Days prior to the date of the proposed conversion, a Notice of Conversion/Continuation specifying the Canadian Dollar Denominated Revolving Loans maintained as Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans, the Borrowing or Borrowings pursuant to which such Canadian Dollar Denominated Revolving Loans were made and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule 1.01(b)), if to be converted into BA Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Canadian Dollar Denominated Revolving Loans maintained as Canadian Prime Rate Loans.

Conversions. The Borrower So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Co-Borrowers shall have the option to (i) convert from at any time to time, on any Business Day occurring after the Restatement Effective Date, all or a portion portion, equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 Minimum Borrowing Amount and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans)multiples thereof, of any outstanding (A) Prime Rate Loan to a Eurodollar Loan, or (B) Eurodollar Loan to a Prime Rate Loan, subject to payment of Eurodollar Loan breakage costs in accordance with Section 1.10(b) if such conversion is made prior to the outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as expiration of the same TrancheEurodollar Interest Period applicable thereto, or (ii) continue all or any portion of one or more Types of Loans into any Loan as a Borrowing (Eurodollar Loan upon the expiration of the same Tranche) applicable Eurodollar Interest Period and the succeeding Eurodollar Interest Period of another Type of Loan, provided that (i) if for any reason whatsoever any Eurodollar Loans are converted into Base Rate Loans continued Loan shall commence on a day which is not the last day of an the Eurodollar Interest Period applicable of the Loan to the Loans being convertedbe continued, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11provided, that (iii) no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 Minimum Borrowing Amount and (y) in the case of Revolving Loans, $2,000,000, (iii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (ivii) no conversion pursuant to this Section 1.06 1.6 shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 1.3(b). Any such election must be made by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to (1) the end of each Eurodollar Interest Period with respect to any Eurodollar Loans to be continued as such, or (2) the date on which Co-Borrowers wish to convert any Prime Rate Loan to a Eurodollar Loan for a Eurodollar Interest Period designated by Co-Borrowers in such election or (3) the date on which Co-Borrowers wish to convert any Eurodollar Loan to a Prime Rate Loan. If no election is received with respect to a Eurodollar Loan by 11:00 a.m. (New York time) on the third (3rd) Business Day prior to the end of the Eurodollar Interest Period with respect thereto (or if a Default or an Event of Default shall have occurred and (v) Swingline Loans may be continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that Eurodollar Loan shall be converted pursuant to this Section 1.06a Prime Rate Loan at the end of its Eurodollar Interest Period. Each Cigar, on behalf of the Co-Borrowers, must make such conversion shall be effected election by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior written notice (each a "Notice of Conversion/Continuation") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice in the form of any such proposed conversion affecting any of its LoansExhibit 1.6.

Conversions. The Borrower (a) At any time and from time to time prior to the Dual Currency Facility Revolving Loan Conversion Date, the Company shall have the option to convert from time to time, on any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least $500,000 (xand, if greater, in an integral multiple of $250,000) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of Dollar Denominated Loans (other than Swingline Loans, which may not be converted pursuant to this Section 1.06(a)) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Denominated Loans under a single Tranche into a Borrowing (of the same Tranche) or Borrowings of another Type of LoanDollar Denominated Loan under such Tranche, provided that (i) if for any reason whatsoever any except as otherwise provided in Section 1.10(b), Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Eurodollar Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,0001,000,000, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may be only be converted into Eurodollar Loans if no Default or Event of Default is then in existence on the date of the conversion and (iii) no conversion pursuant to this Section 1.06(a) shall result in a greater number of Borrowings of Euro Rate Loans than is permitted under Section 1.02. (b) On and from time to time after the Dual Currency Facility Revolving Loan Conversion Date, the Company shall have the option to convert all or a portion equal to at least the Minimum Borrowing Amount (for the Type and Tranche of Loan into which the conversion is being made) of the outstanding principal amount of Loans (other than Swingline Loans, which may not be converted pursuant to this Section 1.06(b)) made pursuant to one or more Borrowings of one or more Types of Loans under a single Tranche into a Borrowing or Borrowings of another Type of Loan under such Tranche, provided that (i) Base Rate Loans or Eurodollar Loans incurred as Dollar Facility Revolving Loans may in no event be converted into EURIBOR Loans, (ii) except as otherwise provided in Section 1.10(b), Euro Rate Loans may be converted into another Type of Loan only on the last day of an Interest Period applicable to the Euro Rate Loans being converted and no such partial conversion of Euro Rate Loans shall reduce the outstanding principal amount of such Euro Rate Loans made pursuant to a single Borrowing to less than $1,000,000 (for purposes of a Borrowing of Euro Denominated Revolving Loans, taking the Dollar Equivalent of the outstanding principal amount thereof), (iii) Base Rate Loans may be only converted into Euro Rate Loans if no Default or Event of Default is then in existence on the date of the conversion, (iv) no conversion pursuant to this Section 1.06 1.06(b) shall result in a greater number of Eurodollar Borrowings of Euro Rate Loans than is permitted under Section 1.02 and (v) Swingline in the case of a conversion of a Borrowing of Dual Currency Facility Revolving Loans may not maintained as EURIBOR Loans into a Borrowing of Dual Currency Facility Revolving Loans to be converted maintained as Dollar Denominated Loans (whether as Base Rate Loans or Eurodollar Loans), all repayments of principal of outstanding Dual Currency Facility Revolving Loans required to be made pursuant to Section 4.02(A)(d) concurrently with such conversion shall have been made. (c) Each conversion pursuant to this Section 1.06. Each such conversion 1.06 shall be effected by the Borrower Company by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago New York time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior written notice (each or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion") specifying the Revolving Loans to be so converted, whether such Revolving Loans are Dollar Facility Revolving Loans or Dual Currency Facility Revolving Loans, the Borrowing(s) pursuant to which such Revolving Loans were made made, the currencies in which such Revolving Loans are denominated, whether such Revolving Loans are to be converted into Base Rate Loans, Eurodollar Loans or (in the case of Dual Currency Facility Revolving Loans) EURIBOR Loans and, if to be converted into Eurodollar Euro Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its Revolving Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The (a) Each applicable Borrower shall have the option to convert from time to time, on any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least of the outstanding principal amount of ABR Advances (xother than ABR Advances constituting Swing Line Loans) or Core Currency Advances into (i) in the case of an ABR Advance, one or more Core Currency Advances in Dollars, (ii) in the case of a conversion of Term LoansCore Currency Advances in Dollars, $5,000,000 one or more ABR Advances or one or more new Core Currency Advances in Dollars and (yiii) in the case of a conversion Core Currency Advance, one or more new Core Currency Advances of Revolving Loansthe same Core Currency, $2,000,000 provided that (or $1,000,000 if A) except as otherwise provided in the case of a conversion into Base Rate LoansSection 3.4(b), Core Currency Advances may be converted into new Core Currency Advances or ABR Advances only on the last day of the Interest Period applicable to the Core Currency Advances being converted, (B) the outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as of the new Core Currency Advances having the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided that (i) if for any reason whatsoever any Eurodollar Loans are converted into Base Rate Loans on a day which is not the last day of an Interest Period shall be in an amount equal to $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or an amount in the applicable to the Loans being converted, the Borrower shall pay all amounts owing Alternate Currency having a Dollar Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in connection therewith as required by Section 1.11excess thereof), (iiC) no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of the new ABR Advances shall be in an amount equal to $500,000 or such Eurodollar Loans made pursuant to amount plus a single Borrowing to less -7- 15 than (x) whole multiple of $100,000 in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000excess thereof, (iiiD) unless the Required Banks otherwise specifically agree ABR Advances or Core Currency Advances in writing, Base Rate Loans Dollars may only not be converted into Eurodollar Loans Core Currency Advances in Dollars if no any Default or Event of Default is in existence on the date of the conversion, conversion and the Required Lenders (ivb) no conversion pursuant to this Section 1.06 shall result in a greater number of Eurodollar Borrowings than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion shall be effected by the applicable Borrower by giving the Administrative Agent Agent, at its Notice Office prior to 12:00 Noon (Chicago time) office set forth in Section 11.2, at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' Days prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior written notice (each a "“Notice of Conversion") ”), specifying the Loans ABR Advances or the Core Currency Advances to be so converted, the Borrowing(sdate of such conversion (which shall be a Business Day) pursuant to which such Loans were made and, if to be converted into Eurodollar LoansCore Currency Advances, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank Lender prompt notice of any such proposed conversion affecting any of its Loans. (c) If with respect to the expiration of an existing Interest Period for a Core Currency Advance the applicable Borrower has failed to deliver a Notice of Conversion with respect thereto, such Borrower shall be deemed to have elected (i) if a Core Currency Advance in Dollars, to convert such Core Currency Advance to an ABR Advance and (ii) if a Core Currency Advance other than in Dollars, to convert such Core Currency Advance to a new Core Currency Advance with a one month Interest Period, in either case effective as of the expiration date of such existing Interest Period.

Conversions. The Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring on or after the Restatement Effective Date, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), Minimum Borrowing Amount of the outstanding principal amount of Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided that (i) if for any reason whatsoever any except as otherwise provided in Section 2.10(b), Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iiiii) unless the Required Banks Lenders otherwise specifically agree in writingagree, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, and (iviii) no conversion pursuant to this Section 1.06 2.06 shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.062.02. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its the Notice Office prior to 12:00 Noon 11:00 A.M. (Chicago New York City time) at least (x) in the case of a conversion to conversions of Base Rate Loans into Eurodollar Loans, three Business Days' ’ prior notice and (y) in the case of a conversion to conversions of Eurodollar Loans into Base Rate Loans, one Business Day's ’s prior notice (each each, a "“Notice of Conversion") specifying /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing(s) Borrowing or Borrowings pursuant to which such Loans were made incurred and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert from time to time, on any Business Day occurring after the Restatement Effective Date, all or a portion at least equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term Loans made pursuant to one or more Borrowings (so long as of the same Tranche) Incremental Term Loans of one or more Types of Loans Type, into a Borrowing (or Borrowings of the same Tranche) of another other Type of LoanRevolving Loans, Term Loans or Incremental Term Loans, as the case may be; provided that (i) if for any reason whatsoever any Eurodollar Loans are converted into Base Rate Loans on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less -7- 15 than (x) in the case Minimum Borrowing Amount for such Tranche of Term Loans, $5,000,000 and (yii) in the case of Revolving Loans, $2,000,000, (iii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only not be converted into Eurodollar Loans if no any Default or Event of Default is in existence on the date of the conversionconversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existence, (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number Eurodollar Loans may only be converted into Base Rate Loans on the last day of Eurodollar Borrowings than is permitted under Section 1.02 the Interest Period applicable thereto, and (v) Swingline each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may not be converted pursuant to this Section 1.06be, of each Lender of the Type being converted. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office Office, prior to 12:00 Noon 11:00 A.M. (Chicago New York time) ), at least three (x3) Business Days’ (or one Business Day’s in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to into Base Rate Loans, one Business Day's ) prior written notice (or telephonic notice promptly confirmed in writing) (each a "“Notice of Conversion"”) specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Borrowing(s) pursuant Type of Loans to which such Loans were made be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert from time to time, on any Business Day occurring on or after the Restatement Effective Initial Borrowing Date, all or a portion at least equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), applicable Minimum Borrowing Amount of the outstanding principal amount of Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans under a single Tranche into a Borrowing (of the same Tranche) or Borrowings of another Type of Loan, provided Loan under such Tranche; PROVIDED that (i) if for except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any reason whatsoever any such conversion, Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iviii) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion pursuant is effective on the first day of the first, second or third Interest Period referred to this Section 1.06 shall in clause (y) of each of Sections 1.01(a)(iii) and 1.01(b)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Borrowings than is Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Section 1.02 Sections 1.01(a)(iii) and 1.01(b)(ii) and (viv) Swingline Borrowings of Eurodollar Loans may not be converted pursuant to resulting from this Section 1.06. Each such conversion 1.06 shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago time) at least (x) limited in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) number as provided in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its LoansSection 1.

Conversions. The Borrower shall have the option to convert from time to time, on any Business Day occurring on or after the Restatement Effective Date, all or a portion at least equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), applicable Minimum Borrowing Amount of the outstanding principal amount of Loans (other than Swingline Loans which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans under a single Tranche into a Borrowing (of the same Tranche) or Borrowings of another Type of Loan, provided Loan under such Tranche; PROVIDED that (i) if for except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11 concurrently with any reason whatsoever any such conversion, Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iviii) unless the Agents have determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Restatement Effective Date, Tranche A Term Loans and Tranche B Term Loans maintained as Base Rate Loans may not be converted into Eurodollar Loans unless any such conversion pursuant is effective on the first day of the first, second or third Interest Period referred to this Section 1.06 shall in clause (y) of each of Sections 1.01(a)(ii) and 1.01(e)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Borrowings than is Loans prior to the 90th day after the Restatement Effective Date as are permitted under Section 1.02 Sections 1.01(a)(ii) and 1.01(e)(ii) and (viv) Swingline Borrowings of Eurodollar Loans may not be converted pursuant to resulting from this Section 1.06. Each such conversion 1.06 shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago time) at least (x) limited in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) number as provided in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its LoansSection 1.

Conversions. The Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring on or after the third Business Day after the Restatement Effective Date, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided PROVIDED that (i) if for except as provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any reason whatsoever any such conversion, Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iii) unless the Required Banks Lenders otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago New York time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior written notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior written notice (each each, a "Notice of ConversionNOTICE OF CONVERSION") ), specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring on or after the Restatement Effective third Business Day after the Initial Borrowing Date, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided PROVIDED that (i) if for except as provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any reason whatsoever any such conversion, Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iii) unless the Required Banks Lenders otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 1.02, (v) unless the Syndication Date has occurred (at which time this clause (v) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of each of Sections 1.01(a)(i), 1.01(b)(i), 1.01(c)(i) and 1.01(d)(i) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(i), 1.01(b)(i), 1.01(c)(i) and 1.01(d)(i) and (vvi) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago New York time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior written notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior written notice (each each, a "Notice of ConversionNOTICE OF CONVERSION") ), specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower Borrowers shall have the option to convert from time to timeconvert, on any Business Day occurring after the Second Restatement Effective Date, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 (and, if greater, in the case an integral multiple of a conversion into Base Rate Loans$500,000), of the outstanding principal amount of Revolving Loans made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided that (i) if for any reason whatsoever any except as otherwise provided in Section 1.10(b), Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Revolving Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,0001,000,000, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iii) prior to the 30th day after the Second Restatement Effective Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if the conversion is effective on the first day of an Interest Period referred to in clause (B) of the proviso to Section 1.01(a)(i) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 30th day after the Second Restatement Effective Date, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower Borrowers by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago New York time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Revolving Loans to be so converted, the Borrowing(s) Borrowing or Borrowings pursuant to which such Revolving Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its Revolving Loans.

Conversions. The Borrower shall have the option to convert from time to time, on any Business Day occurring on or after the Restatement Effective Initial Borrowing Date, all or a portion at least equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), applicable Minimum Borrowing Amount of the outstanding principal amount of Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans under a single Tranche into a Borrowing (of the same Tranche) or Borrowings of another Type of LoanLoan under such Tranche; provided, provided that (i) if for except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any reason whatsoever any such conversion, Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iviii) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion pursuant is effective on the first day of the first, second or third Interest Period referred to this Section 1.06 shall in clause (y) of each of Sections 1.01(a)(iii) and 1.01(b)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Borrowings than is Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Section 1.02 Sections 1.01(a)(iii) and 1.01(b)(ii) and (viv) Swingline Borrowings of Eurodollar Loans may not be converted pursuant to resulting from this Section 1.06. Each such conversion 1.06 shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago time) at least (x) limited in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) number as provided in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its LoansSection 1.

Conversions. The Each Borrower shall have the option to convert from time to time, on any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), applicable Minimum Borrowing Amount for such Tranche of the outstanding principal amount of the Dollar Loans (other than (x) Tranche 2 Revolving Loans which shall at all times remain Eurodollar Loans and (y) Swingline Loans which shall at all times remain Base Rate Loans) made to such Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing or Borrowings (of the same Tranche) of another Type of Loan, provided that (i) if for any reason whatsoever any Eurodollar Loans are converted into Base Rate Loans on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000applicable Minimum Borrowing Amount for such Tranche, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only not be converted into Eurodollar Loans if no Default or any Event of Default is in existence on the date of the conversionconversion if the Administrative Agent or the Required Banks have previously advised such Borrower that conversions will not be permitted while such Event of Default remains in existence, (iviii) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 and (viv) Swingline Loans prior to the Syndication Date, no Loan may not be converted pursuant to this Section 1.06into Eurodollar Loans except on the first day of a Pre-Syndication Interest Period. Each such conversion (other than automatic conversions pursuant to the last paragraph of Section 1.09) shall be effected by the Borrower by applicable Borrower's giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago New York time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior written notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) Borrowing or Borrowings pursuant to which such Loans were made made, the date of such conversion (which shall be a Business Day) and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring on or after the Restatement Effective Initial Borrowing Date, all or a portion equal to at least (x) $3,000,000 in the case of a conversion Borrowing of Term Loans, Loans and equal to at least $5,000,000 and (y) 1,000,000 in the case of a conversion Borrowing of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), Loans of the outstanding principal amount of such Loans made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided that (i) if for any reason whatsoever any except as otherwise provided in Section 1.10(b), Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) $3,000,000 in the case of a Borrowing of Term Loans, Loans and to less than $5,000,000 and (y) 1,000,000 in the case of a Borrowing of Revolving Loans, $2,000,000, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iviii) no conversion pursuant to this Section 1.06 shall result in a greater number of Eurodollar Borrowings than is permitted under Section 1.02 and (viv) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago New York time) at least (x) in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower shall have the option to convert from time to time, on ----------- any Business Day occurring on or after the Restatement Effective Initial Borrowing Date, all or a portion at least equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), applicable Minimum Borrowing Amount of the outstanding principal amount of Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans under a single Tranche into a Borrowing (of the same Tranche) or Borrowings of another Type of LoanLoan under such Tranche; provided, provided that (i) if for -------- except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11 concurrently with any reason whatsoever any such conversion, Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such the Eurodollar Loans made pursuant to a single such Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iviii) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion pursuant is effective on the first day of the first, second or third Interest Period referred to this Section 1.06 shall in clause (y) of each of Sections 1.01(a)(iii) and 1.01(b)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Borrowings than is Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Section 1.02 Sections 1.01(a)(iii) and 1.01(b)(ii) and (viv) Swingline Borrowings of Eurodollar Loans may not be converted pursuant to resulting from this Section 1.06. Each such conversion 1.06 shall be effected by the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago time) at least (x) limited in the case of a conversion to Eurodollar Loans, three Business Days' prior notice and (y) number as provided in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its LoansSection 1.

Conversions. The Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring after the Restatement Effective DateDay, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), Minimum Borrowing Amount of the outstanding principal amount of Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan, provided that (i) if for any reason whatsoever any except as otherwise provided in Section 2.10(b), Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iiiii) unless the Required Banks Lenders otherwise specifically agree in writingagree, Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, (iii) unless the Administrative Agent has otherwise agreed or has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (B) of each of Sections 2.01(a)(iii), 2.01(b)(iii) and 2.01(c)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing Date than are permitted under Sections 2.01(a)(iii), 2.01(b)(iii) and 2.01(c)(ii), and (iv) no conversion pursuant to this Section 1.06 2.06 shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.062.02. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its the Notice Office prior to 12:00 Noon 11:00 A.M. (Chicago New York time) at least (x) in the case of a conversion to conversions of Base Rate Loans into Eurodollar Loans, three Business Days' ’ prior notice notice, and (y) in the case of a conversion to conversions of Eurodollar Loans into Base Rate Loans, one Business Day's ’s prior notice (each each, a "“Notice of Conversion") specifying /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing(s) Borrowing or Borrowings pursuant to which such Loans were made incurred and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower Adience or Newco (but not in respect of Newco A Term Loans) as the case may be, shall have the option to convert from time to timeconvert, on any Business Day occurring after the Restatement Effective Date (or, in the case of the Adience A Term Loans, the Adience B-2 Term Loans or the Adience C Term Loans, the earlier of (i) the 45th day after the Restatement Effective Date and (ii) the Syndication Date), all or a portion equal to at least (x) in the case of a conversion of Adience A Term Loans, Adience B Term Loans, Adience B-2 Term Loans, Adience C Term Loans or Newco B Term Loans, $5,000,000 and (y) in the case of a conversion of Dollar Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans)1,000,000, of the outstanding principal amount of such Dollar Loans made to Adience or Newco, as the case may be, pursuant to one or more Borrowings (so long as of the same TrancheTranche of Dollar Loans) of one or more Types of Loans into a Borrowing (of the same TrancheTranche of Dollar Loans) of another Type of Loan, provided that that, (i) if for any reason whatsoever any except as otherwise provided in Section 1.10(b), Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of a Borrowing of Adience A Term Loans, B Term Loans or Adience C Term Loans, $5,000,000 and (y) in the case of a Borrowing of Dollar Revolving Loans, $2,000,0001,000,000, (iiiii) unless the Required Banks otherwise specifically agree in writingagree, Base Rate Loans may only be converted into Eurodollar Loans if no Default under Section 10.01 or 10.05 or Event of Default is in existence on the date of the conversion, (iviii) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 and (viv) Swingline Loans may not be converted pursuant to this Section 1.06. Each such conversion shall be effected by Adience or Newco, as the Borrower case may be, by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (Chicago New York time or, in the case of Newco B Term Loans, London time) at least (x) in the case of a conversion to Eurodollar Loans, three two Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing(s) Borrowing or Borrowings pursuant to which such Loans were made and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank prompt notice of any such proposed conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The (a) Subject to Section 2.02(b), each Borrower shall have the option to convert from time to timeconvert, on any Business Day occurring after the Restatement Effective DateDay, all or a portion equal to at least (x) in the case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), Minimum Borrowing Amount of the outstanding principal amount of Dollar Denominated Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans or Canadian Prime Rate Loans, as the case may be) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Denominated Loans into a Borrowing (of the same Tranche) of another Type of Dollar Denominated Loan, provided that (i) if for any reason whatsoever any except as otherwise provided in Section 2.10(b), Eurodollar Loans are may be converted into Base Rate Loans only on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) converted and no such partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less -7- 15 than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000Minimum Borrowing Amount applicable thereto, (iiiii) unless the Required Banks Lenders otherwise specifically agree in writingagree, Revolving Loans maintained as Base Rate Loans may only be converted into Eurodollar Loans if no Significant Event of Default or, if elected by the Required Lenders or the Administrative Agent, any other Event of Default is in existence on the date of the conversion, and (iviii) no conversion pursuant to this Section 1.06 2.06(a) shall result in a greater number of Borrowings of Eurodollar Borrowings Loans than is permitted under Section 1.02 and (v) Swingline Loans may not be converted pursuant to this Section 1.062.02. Each such conversion shall be effected by the respective Borrower by giving the Administrative Agent at its the Notice Office prior to 12:00 Noon 2:00 P.M. (Chicago New York time) at least three Business Days’ prior notice (xeach, a “Notice of Conversion/Continuation”) in the case form of a conversion Exhibit A-2, appropriately completed to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior notice (each a "Notice of Conversion") specifying specify the Loans to be so converted, the Borrowing(s) Borrowing or Borrowings pursuant to which such Loans were made incurred and, if to be converted into Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Bank Lender prompt notice of any such proposed conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted. (b) Mandatory and voluntary conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule III. Except as otherwise provided under Section 2.14, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance or B/A Equivalent Note, as the case may be. (c) The Canadian Borrowers shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of Canadian Prime Rate Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans or Canadian Prime Rate Loans, as the case may be) made pursuant to one or more Borrowings under a single Tranche into a Borrowing or Borrowings of Bankers’ Acceptance Loans under such Tranche; provided that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may not be converted into Bankers’ Acceptance Loans if a Significant Event of Default or, if elected by the Required Lenders or the Canadian Administrative Agent, any other Event of Default is in existence on the date of such conversion and (ii) Borrowings of Bankers’ Acceptance Loans resulting from this Section 2.06 shall be limited in number as provided in Section 2.02. Each such conversion shall be effected by the Canadian Borrowers by giving the Canadian Administrative Agent at its Notice Office, prior to 11:00 A.M.(New York time), at least three Business Days prior to the date of the proposed conversion, a Notice of Conversion/Continuation specifying the Canadian Dollar Denominated Loans to be so converted into Bankers’ Acceptance Loans, the Borrowing or Borrowings pursuant to which such Canadian Dollar Denominated Loans were made and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule III). The Canadian Administrative Agent shall give each Canadian Lender prompt notice of any such proposed conversion affecting any of its Canadian Revolving Loans maintained as Canadian Prime Rate Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted.