Common use of Conversions Clause in Contracts

Conversions. (i) Subject to the provisions of this Agreement, the applicable Borrower may convert the whole or any part of any Type of Tranche 2 Loan into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may only be made on the last day of the Interest Period applicable thereto; (B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loans.

Conversions. (i) Subject The Borrower shall have the option to convert, on any Business Day, all or a portion at least equal to the provisions Minimum Borrowing Amount of this Agreement, the applicable Borrower may convert outstanding principal amount of the whole Loans made pursuant to one or any part more Borrowings (so long as of any the same Tranche) of one Type of Tranche 2 Loan into any a Borrowing or Borrowings (of the same Tranche) of the other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewithLoan; provided that: (Ai) Conversions of Bankers’ Acceptances except as otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into Base Rate Loans only be made on the last day of the an Interest Period applicable to the Loans being 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 than the Minimum Borrowing Amount applicable thereto; (Bii) Base Rate Loans may only be converted into Eurodollar Loans if no Default or Event of Default is in existence on the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans date of the same Type as that portion conversion; (as set forth in Section 2.02 or iii) no conversion pursuant to this Section 2.05)1.06 shall result in a greater number of Borrowings than is permitted under Section 1.02; and (Civ) prior to the Syndication Termination Date, no C Term Loan or B Revolving Loan may be converted into a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Eurodollar Loan, except that on the Initial Eurodollar Loan Borrowing Date, C Term Loans and B Revolving Loans may be converted into Eurodollar Loans with an Interest Period of one month (or such shorter period as increases in may be acceptable to the Outstanding Amount of a Tranche 2 Loan may only Borrower and the Banks with Loans and/or Commitments under the respective Tranche). Each such conversion shall be effected by Borrowings the Borrower by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (New York time) at least three Business Days' prior written notice (or Drawdowns. telephonic notice promptly confirmed in writing) (iieach, a "Notice of Conversion") In respect which notice shall be in the form of Conversions into Bankers’ AcceptancesExhibit A-2, in order appropriately completed to satisfy specify the continuing liability of a Borrower Loans to be so converted, the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees Borrowing(s) pursuant to which the Tranche 2 Lenders are entitled pursuant such Loans were made and, if to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower be converted to a Canadian Prime Rate Loaninto Eurodollar Loans, the Canadian Facility Interest Period to be initially applicable thereto. The Administrative Agent shall record the obligation give each Bank prompt notice of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate any such proposed conversion affecting any of its Loans.

Conversions. Each Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the 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) Subject to the provisions of this Agreementexcept as otherwise provided in Section 2.10(b), the applicable Borrower LIBOR Loans may convert the whole or any part of any Type of Tranche 2 Loan be converted into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may Base Rate Loans only be made on the last day of the an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto; , (Bii) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into LIBOR Loans if a Default or Event of Default is in existence on the date of the conversion, (iii) Canadian CDOR Rate Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of Canadian CDOR Rate Loans shall reduce the outstanding principal amount of such Canadian CDOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (iv) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may not be converted into Canadian CDOR Rate Loans if a Default or Event of Default is in existence on the date of the conversion, and (v) no conversion pursuant to this Section 2.06 shall result in a greater number of Borrowings of LIBOR Loans or Canadian CDOR Rate Loans than is permitted under Section 2.02. Each such conversion shall be effected by the applicable Borrower may not convert a portion only or by giving the whole of an outstanding Tranche 2 Loan unless both Administrative Agent at the unconverted portion and converted portion of such Loan are equal Notice Office prior to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion 11:00 A.M. (as set forth in Section 2.02 or this Section 2.05); and New York City time) at least (Cx) a Conversion shall not result in an increase in the Outstanding Amount case of a Tranche 2 Loanconversions of Base Rate Loans into LIBOR Loans and Canadian Prime Loans in Canadian CDOR Rate Loans, as increases three Business Days’ prior notice and (y) in the Outstanding Amount case of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect conversions of Conversions LIBOR Loans into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Base Rate Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime CDOR Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Loans into Canadian Prime Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Loans were incurred and, if to be converted into LIBOR Loans or Canadian CDOR 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 Loans.

Conversions. Each Borrower shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Incremental Term Loans, as the case may be, made to such Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Loans or Types of Canadian Incremental Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Incremental Term Loan, as the case may be, provided that (i) Subject to the provisions of this Agreementexcept as otherwise provided in Section 1.10(b), the applicable Borrower (x) Eurodollar Loans may convert the whole or any part of any Type of Tranche 2 Loan be converted into any other Type of permitted Tranche 2 Loan by giving the Base Rate Loans and (y) B/A Discount Rate Loans may be converted into Canadian Facility Agent a Conversion Notice Prime Rate Loans, in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may each case, only be made on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of Eurodollar Loans or B/A Discount Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be converted into Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of the conversion, (iii) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Euro Rate Loans and B/A Discount Rate Loans than is permitted under Section 1.02 and (iv) Swingline Loans may not be converted pursuant to this Section 1.06. Each conversion pursuant to this Section 1.06 shall be effected by the respective Borrower by giving the Administrative Agent at the applicable Notice Office prior to 1:00 P.M. (Local Time) at least three Business Days' (or, in the case of an Interest Period other than a one, two, three or six-month period, at least five Business Days') prior notice (each a "Notice of Conversion/Continuation") in the form of Exhibit A-2, appropriately completed to specify the Dollar Loans or Canadian Incremental Term Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Incremental Term Loans were made and, if to be converted into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loans (in the case of Canadian Incremental Term 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 Dollar Loans and/or Canadian Incremental Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Incremental Term Loan into another Type of Canadian Incremental Term Loan shall not constitute a repayment of any Canadian Incremental Term Loan being so converted. Canadian Revolving Loans may be converted and/or continued as and to the extent provided in Section 1.17 and Schedule XI." (B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans 10. Section 1.07 of the same Type as that portion Credit Agreement is hereby amended by (as set forth in Section 2.02 or this Section 2.05); and (Ci) inserting the text ", Canadian Revolving Loans" immediately after the text "under a Conversion shall not result in an increase given Tranche" appearing in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. first sentence thereof and (ii) In respect of Conversions into Bankers’ Acceptancesinserting the text ", Canadian Revolving Loan Commitments" immediately after the text "for such Tranche" appearing in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c)first sentence thereof. (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loans.

Conversions. (a) Each Borrower shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Term Loans, as the case may be, made to such Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Term Loan, as the case may be, provided that (i) Subject except as otherwise provided in Section 1.10(b), (x) Eurodollar Loans may be converted into Base Rate Loans and (y) B/A Discount Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on the last day of an Interest Period applicable to the provisions Loans being converted and no such partial conversion of Eurodollar Loans or B/A Discount Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be converted into Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of the conversion, (iii) no conversion pursuant to this AgreementSection 1.06(a) shall result in a greater number of Borrowings of Euro Rate Loans and B/A Discount Rate Loans than is permitted under Section 1.02 and (iv) Swingline Loans may not be converted pursuant to this Section 1.06. Each conversion pursuant to this Section 1.06(a) shall be effected by the respective Borrower by giving the Administrative Agent at the applicable Notice Office prior to 1:00 P.M. (Local Time) at least (x) in the case of conversions into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loan (in the case of Canadian Term Loans), three Business Days’ prior notice, and (y) in the case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) in the form of Exhibit A-2, appropriately completed to specify the Dollar Loans or Canadian Term Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loans (in the case of Canadian Term Loans), the Interest Period to be initially applicable Borrower may convert the whole or any part thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Loans and/or Canadian Term Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Tranche 2 Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted. (b) The Canadian Revolving Borrowers shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans into a Borrowing of Bankers’ Acceptance Loans; provided, that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Bankers’ Acceptance Loans if no Specified Default or Event of Default is in existence on the date of the conversion, and (ii) no conversion pursuant to this Section 1.06(b) shall result in a greater number of Bankers’ Acceptance Loans than is permitted under Section 1.02. Each conversion pursuant to this Section 1.06(b) shall be effected by the relevant Canadian Revolving Borrower by giving the Administrative Agent at the applicable Notice Office prior to 1:00 P.M. (Local Time) at least three Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule X). The Administrative Agent shall give each Canadian Revolving Lender prompt notice of any such proposed conversion affecting any of its Canadian Prime Rate Loans. Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted. (c) 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 X. Except as otherwise provided under Section 1.16, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of permitted Tranche 2 Loan by giving prior to the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions maturity date of the relevant underlying Bankers’ Acceptances may only be made on the last day of the Interest Period applicable thereto; (Acceptance or B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan/A Discount Note, as increases in the Outstanding Amount of a Tranche 2 Loan case may only be effected by Borrowings or Drawdownsbe. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loans.

Conversions. The Company (ion behalf of all applicable Borrowers) Subject shall have the option to convert on any Business Day all or a portion at least equal to the provisions applicable Minimum Borrowing Amount of this Agreement, the applicable outstanding principal amount of the Loans of one Type owing by a Borrower may convert pursuant to a Borrowing under a Facility into a Borrowing by such Borrower under the whole or any part same Facility of any Type of Tranche 2 Loan into any the other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided Loans which can be made hereunder, PROVIDED that: (Aa) Conversions either (i) all Loans made by all Borrowers pursuant to a Borrowing under the same Facility shall be converted into a Borrowing of Bankers’ Acceptances may only the other Type of Loans which can be made on pursuant to such Facility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans; or (ii) a fixed proportion of all Loans made by all Borrowers pursuant to a Borrowing under the last day same Facility, conforming to the Minimum Borrowing Amount, shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to such Facility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans; or (iii) if permitted by the Administrative Agent, acting in the exercise of its reasonable discretion and taking into account the number of Borrowings consisting of Eurodollar Loans which will be outstanding hereunder, a fixed proportion or Dollar amount of any Loans made by a Borrower pursuant to a Borrowing under the same Facility, conforming to the Minimum Borrowing Amount, shall be converted into a Borrowing of the other Type of Loans which can be made pursuant to such Facility, and if such Loans are converted into Eurodollar Loans there shall be a single Interest Period applicable to such Loans; (b) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable thereto; (Bc) any conversion of Eurodollar Loans into Prime Rate Loans shall be made on, and only on, the applicable Borrower last day of an Interest Period for such Eurodollar Loans; (d) Prime Rate Loans may not convert a portion only be converted into Eurodollar Loans if no Default under section 10.1(a) or Event of Default is in existence on the date of the conversion unless the Required Tranche A Lenders, in the case of Tranche A Loans, or the whole Required Tranche B Lenders, in the case of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05)B Loans, otherwise agree; and (Ce) a Conversion Borrowings of Eurodollar Loans resulting from this section 2.8 shall not result in an increase in conform to the Outstanding Amount requirements of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only section 2.1(d). Each such conversion shall be effected by Borrowings the Company (on behalf of any applicable Borrower) giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (local time at such Notice Office), at least three Business Days' (or Drawdowns. prior to 11:00 A.M. (iilocal time at such Notice Office) In respect of Conversions into Bankers’ Acceptancessame Business Day's, in order to satisfy the continuing liability case of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian conversion into Prime Rate LoanLoans) prior written notice (or telephonic notice promptly confirmed in writing if so requested by the Administrative Agent) (each a "NOTICE OF CONVERSION"), substantially in the Canadian Facility Agent shall record form of Exhibit B-2, specifying the obligation name of the applicable Borrower, the Loans to be so converted and the Facility under which such Loans were incurred, the Type of Loans to 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 Lender prompt notice of any such proposed conversion affecting any of its Loans. For the avoidance of doubt, the prepayment or repayment of any Loans out of the proceeds of other Loans by a Borrower to the Tranche 2 Lenders as Canadian Prime Rate is not considered a conversion of Loans into other Loans.

Conversions. (i) Subject Each Borrower shall have the option to the provisions of this Agreement, convert on any Business Day all or a portion equal to at least the applicable Borrower may convert the whole or any part of any Type of Minimum Borrowing Amount for such Tranche 2 Loan into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may only be made on the last day of the Interest Period applicable thereto; (B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Dollar Loans (other than (x) Tranche 2 Lenders are entitled 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 Section 2.05(c). 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) 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 than the applicable Minimum Borrowing Amount for such Tranche, (ii) Base Rate Loans may not be converted into Eurodollar Loans if any Event of Default is in existence on the date of the conversion 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, (iii) In order no conversion pursuant to satisfy this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02 and (iv) prior to the continuing liability Syndication Date, no Loan may be converted into Eurodollar Loans except on the first day of a Borrower Pre-Syndication Interest Period. Each such conversion (other than automatic conversions pursuant to the Tranche 2 Lenders for an amount equal last paragraph of Section 1.09) shall be effected by the applicable Borrower's giving the Administrative Agent at its Notice Office prior to 12:00 Noon (New York time) at least three Business Days' prior written notice (each a "Notice of Conversion") specifying the aggregate face amount of Loans to be so converted, the maturing Bankers’ Acceptances Borrowing or Borrowings pursuant to which such Loans were made, the date of such Borrower conversion (which shall be a Business Day) and, if to be converted to a Canadian Prime Rate Loaninto Eurodollar Loans, the Canadian Facility Interest Period to be initially applicable thereto. The Administrative Agent shall record the obligation give each Bank prompt notice of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate any such proposed conversion affecting any of its Loans.

Conversions. (a) Each US Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of US Revolving Loans made pursuant to one or more Borrowings of one or more Types of US Revolving Loans into a Borrowing of another Type of US Revolving Loan; provided that, (i) Subject except as otherwise provided in Section 2.10(b), US LIBOR Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the provisions US Revolving Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion, (iii) no conversion pursuant to this AgreementSection 2.06(a) shall result in a greater number of Borrowings of US LIBOR Loans than are permitted under Section 2.02 and (iv) for the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such conversion shall be effected by the respective US Borrower by giving the Administrative Agent at the Notice Office prior to 11:00 A.M. (New York City time) at least (A) in the case of conversions of Base Rate Loans into US LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Revolving Loans were incurred and, if to be converted into US LIBOR Loans, the Interest Period to be initially applicable Borrower may convert the whole or any part thereto. The Administrative Agent shall give each Lender prompt notice of any Type such proposed conversion affecting any of Tranche 2 Loan its Revolving Loans. (b) Each Canadian Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans into a Borrowing of Bankers’ Acceptance Loans; provided, that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Bankers’ Acceptance Loans if no Default or Event of Default is in existence on the date of the conversion, and (ii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of Bankers’ Acceptance Loans than is permitted under Section 2.02. Each such conversion pursuant to this Section 2.06(b) shall be effected by the relevant Canadian Borrower by giving the Administrative Agent at the applicable Notice Office prior to 11:00 am (Toronto Time) at least two Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule 1.01(g)). The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Canadian Prime Rate Loans. Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted. (c) Mandatory and voluntary conversion of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule 1.01(g). Except as otherwise provided under Section 11 thereof, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of permitted Tranche 2 Loan by giving prior to the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may only be made on the last day maturity date of the Interest Period applicable thereto; (relevant underlying B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan/A Instrument, as increases in the Outstanding Amount of a Tranche 2 Loan case may only be effected by Borrowings or Drawdownsbe. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loans.

Conversions. The Borrower may, during the term of this Agreement, upon giving the Agent at the Agent's Branch of Account a Conversion Notice in accordance with the period of prior notice and other requirements set out in Section 3.5 (iother than delivery of a notice in the form of Schedule A) Subject in respect of the basis of Borrowing to which any Borrowing is being converted, convert any Borrowing to another basis of Borrowing. Notwithstanding the foregoing, a Bankers' Acceptance may only be converted on its maturity date and a Libor Loan may only be converted on the last day of the Libor Interest Period applicable to such Libor Loan or on any other day if the Borrower pays all amounts payable in respect thereof pursuant to Sections 4.5 or 10.5, respectively. A Letter of Credit may not be converted. If the requested conversion is either from or into Libor Loans or Bankers' Acceptances, then: (a) if a Default has occurred and is continuing, the Borrower, without limiting its rights to convert any Borrowing into a Cdn. Prime Loan or a U.S. Base Rate Loan, as applicable, shall only be entitled to request a conversion into a Libor Loan with a Libor Interest Period of one (1) month or into a Bankers' Acceptance with a term to maturity of one (1) month or less as provided for herein unless the Agent, in its discretion acting reasonably, otherwise permits; and (b) if an Event of Default has occurred and is continuing, such conversion shall not be permitted unless the Agent in its discretion otherwise agrees and all Libor Loans in respect of which any such conversion has been requested shall be converted to a Cdn. Prime Loan in the case of Libor Loans denominated in Canadian Dollars, Euros or Pounds Sterling or to a U.S. Base Rate Loan in the case of Libor Loans denominated in U.S. Dollars, in each case on the last day of the Libor Interest Period applicable thereto and all Bankers' Acceptances in respect of which any such conversion has been requested shall be converted to a Cdn. Prime Loan on the maturity of such Bankers' Acceptances. On each Conversion Date, the Borrower, subject to Section 3.7(c), shall be required to repay to the Agent the basis of Borrowing which is being converted and, subject to the provisions of this Agreement, the applicable Borrower may convert the whole or any part of any Type of Tranche 2 Loan into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may only Lenders shall be made on the last day of the Interest Period applicable thereto; (B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal required to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower make available to the Tranche 2 Lenders for Borrower the amount Borrowings into which such basis of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c)Borrowing is being converted. (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loans.

Conversions. The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the 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) Subject to the provisions of this Agreementexcept as otherwise provided in Section 2.10(b), the applicable Borrower LIBOR Loans may convert the whole or any part of any Type of Tranche 2 Loan be converted into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may Base Rate Loans only be made on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) Base Rate Loans may not be converted into LIBOR Loans if any Event of Default exists pursuant to Section 11.05 on the date of conversion, (iii) if any Event of Default (other than as referred to in preceding clause (ii)) is in existence on the date of the proposed conversion of a LIBOR Loan, (x) Base Rate Loans may not be converted into LIBOR Loans if the Administrative Agent or the Required Lenders have notified the Borrower that conversions will not be permitted during the existence of such Event of Default and (y) in the absence of the notification referred to in preceding clause (x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period of one (1) month, and (iv) no conversion pursuant to this Section 2.06 shall result in a greater number of Borrowings of LIBOR Loans than is permitted under Section 2.02. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at the Notice Office prior to 1:00 P.M. (New York City time) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case substantially in the form of Exhibit A-2, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto; (B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility . The Administrative Agent shall record the obligation give each Lender prompt notice of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate any such proposed conversion affecting any of its Loans.

Conversions. (i) Subject The Borrower shall have the option to the provisions of this Agreement, convert on any Business Day all or a portion equal to at least the applicable Borrower may convert the whole or any part of any Type of Minimum Borrowing Amount for such Tranche 2 Loan into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may only be made on the last day of the Interest Period applicable thereto; (B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and Dollar Loans made to the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled Borrower pursuant to Section 2.05(c). 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) no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing Amount for such Tranche, (ii) Base Rate Loans may not be converted into Eurodollar Loans if any Event of Default is in existence on the date of the conversion if the Administrative Agent or the Majority Lenders in respect of the applicable Tranche have previously advised the Borrower that conversions will not be permitted while such Event of Default remains in existence, (iii) In order no conversion pursuant to satisfy this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02, (iv) prior to the continuing liability Syndication Date, no Loan may be converted into Eurodollar Loans except on the first day of a Borrower Pre-Syndication Interest Period and (v) the Borrower's right to convert Incremental Term Loans of a given Tranche shall be subject to the Tranche 2 Lenders for an amount equal limitations, if any, set forth in the applicable Incremental Commitment Agreement. Each such conversion (other than automatic conversions pursuant to the aggregate face amount last paragraph of Section 1.09) shall be effected by the maturing Bankers’ Acceptances Borrower's giving the Administrative Agent at its Notice Office prior to 1:00 P.M. (New York time) at least three Business Days' prior written notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Loans were made, the date of such Borrower conversion (which shall be a Business Day) and, if to be converted to a Canadian Prime Rate Loaninto Eurodollar Loans, the Canadian Facility Interest Period to be initially applicable thereto. The Administrative Agent shall record the obligation give each Lender prompt notice of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate any such proposed conversion affecting any of its Loans.

Conversions. The Borrower 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 Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) 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) Subject except as otherwise provided in Section 2.10(b) or unless the Borrower pays all breakage costs and other amounts owing to the provisions of this Agreementeach Lender pursuant to Section 2.11 concurrently with any such conversion, the applicable Borrower Eurodollar Loans may convert the whole or any part of any Type of Tranche 2 Loan be converted into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may Base Rate Loans only be made on the last day of the an Interest Period applicable thereto; (B) to the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion Loans being converted, and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount no partial conversion of a Tranche 2 Loan, as increases in Borrowing of Eurodollar Loans shall reduce the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted Loan into Eurodollar Loans if no Default or Event of Default is in existence on the date of the conversion, and (iii) Borrowings of Eurodollar 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 aggregate Discount Proceeds from Borrower by giving the BankersAdministrative Agent at its Notice Office, prior to 12:00 Noon (New York City time), at least three Business Days’ Acceptances issued on such (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion/Continuation”) in the form of Exhibit A-2, together with appropriately completed to specify the acceptance fees Loans to be so converted, the Borrowing(s) pursuant to which the Tranche 2 Lenders are entitled pursuant Loans were made and, if to Section 2.05(c). (iii) In order be converted into a Borrowing of Eurodollar Loans, the Interest Period to satisfy be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. Upon any such conversion, the continuing liability proceeds thereof will be deemed to be applied directly on the day of a Borrower such conversion to prepay the Tranche 2 Lenders for an amount equal to the aggregate face outstanding principal amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate LoansLoans being converted.

Conversions. (a) Each US Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of US Revolving Loans made pursuant to one or more Borrowings of one or more Types of US Revolving Loans into a Borrowing of another Type of US Revolving Loan; provided that, (i) Subject to the provisions of this Agreementexcept as otherwise provided in Section 2.10(b), the applicable Borrower US LIBOR Loans may convert the whole or any part of any Type of Tranche 2 Loan be converted into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may Base Rate Loans only be made on the last day of an Interest Period applicable to the US Revolving Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion, (iii) no conversion pursuant to this Section 2.06(a) shall result in a greater number of Borrowings of US LIBOR Loans than is permitted under Section 2.02 and (iv) for the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such conversion shall be effected by the respective US Borrower by giving the Administrative Agent at the Notice Office prior to 11:00 A.M. (New York City time) at least (A) in the case of conversions of Base Rate Loans into US LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Revolving Loans were incurred and, if to be converted into US LIBOR 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 Revolving Loans. (b) Each Canadian Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans made pursuant to one or more Borrowings of one or more Types of Canadian Revolving Loans into a Borrowing of another Type of Canadian Revolving Loan; provided that, (i) except as otherwise provided in Section 2.10(b), Canadian LIBOR Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Canadian LIBOR Loans being converted and no such partial conversion of Canadian LIBOR Loans shall reduce the outstanding principal amount of such Canadian LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Canadian LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of Borrowings of Canadian LIBOR Loans than is permitted under Section 2.02. Each such conversion pursuant to this Section 2.06(b) shall be effected by the relevant Canadian Borrower by giving the Administrative Agent at the applicable Notice Office prior to 11:00 am (Toronto Time) at least (A) in the case of conversions of Canadian Prime Rate Loans into Canadian LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of Canadian LIBOR Loans into Canadian Prime Rate Loans, one Business Day’s prior notice, in each case in the form of Exhibit A-2, appropriately completed to specify the Canadian Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Canadian Revolving Loans were incurred and, if to be converted into Canadian LIBOR Loans, the Interest Period to be initially applicable Borrower may not convert a portion only or thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Canadian Revolving Loans. Upon any such conversion, the whole of an outstanding Tranche 2 Loan unless both proceeds thereof will be applied directly on the unconverted portion and converted portion day of such Loan are equal conversion to or exceed prepay the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the outstanding principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c)Canadian Revolving Loans being converted. (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loans.

Conversions. The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Term Loans made pursuant to one or more Borrowings of one or more Types of Term Loans into a Borrowing of another Type of Term Loan, provided that, (i) Subject to the provisions of this Agreementexcept as otherwise provided in Section 2.10(b), the applicable Borrower LIBOR Loans may convert the whole or any part of any Type of Tranche 2 Loan be converted into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may Base Rate Loans only be made on the last day of an Interest Period applicable to the Term Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion, and (iii) no conversion pursuant to this Section 2.06 shall result in a greater number of Borrowings of LIBOR Loans than is permitted under Section 2.02. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at the Notice Office prior to 11:00 A.M. (New York City time) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the Term Loans to be so converted, the Borrowing or Borrowings pursuant to which such Term Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto; (B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility . The Administrative Agent shall record give each Lender prompt notice of any such proposed conversion affecting any of its Term Loans. If the obligation Borrower requests a conversion to LIBOR Loans in any Notice of the applicable Borrower Conversion/Continuation but fails to the Tranche 2 Lenders as Canadian Prime Rate Loansspecify an Interest Period, it will be deemed to have specified an Interest Period of one month.

Conversions. The Borrowers shall have the option to convert, on any Business Day occurring after the Third Restatement Effective Date, all or a portion equal to at least the applicable Minimum Borrowing Amount 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) Subject to the provisions of this Agreementexcept as otherwise provided in Section 1.10(b), the applicable Borrower Eurodollar Loans may convert the whole or any part of any Type of Tranche 2 Loan be con- verted into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may Base Rate Loans only be made on the last day of an Interest Period applicable thereto and no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) 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 Third 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 respective provisos to Sections 1.01(a)(i) and 1.01(b)(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 Third Restatement Effective Date, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar 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 Borrowers by giving the Administrative Agent at its Notice Office prior to 12:00 Noon (New York time) at least three Business Days' prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the 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; (B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility . The Administrative Agent shall record the obligation give each Bank prompt notice of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate any such proposed conversion affecting any of its Loans.

Conversions. (a) Each Borrower shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Term Loans, as the case may be, made to such Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Term Loan, as the case may be, provided that (i) Subject except as otherwise provided in Section 1.10(b), (x) Eurodollar Loans may be converted into Base Rate Loans and (y) B/A Discount Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on the last day of an Interest Period applicable to the provisions Loans being converted and no such partial conversion of Eurodollar Loans or B/A Discount Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be converted into Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of the conversion, (iii) no conversion pursuant to this AgreementSection 1.06 shall result in a greater number of Borrowings of Euro Rate Loans and B/A Discount Rate Loans than is permitted under Section 1.02 and (iv) Swingline Loans may not be converted pursuant to this Section 1.06. Each conversion pursuant to this Section 1.06 shall be effected by the respective Borrower by giving the Administrative Agent at the applicable Notice Office prior to 1:00 P.M. (Local Time) at least (x) in the case of conversions into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loan (in the case of Canadian Term Loans), three Business Days’ (or, in the case of an Interest Period other than a one, two, three or six-month period, at least five Business Days’) prior notice, and (y) in the case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one Business Day’s prior notice (each a “Notice of Conversion/Continuation”) in the form of Exhibit A-2, appropriately completed to specify the Dollar Loans or Canadian Term Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loans (in the case of Canadian Term Loans), the Interest Period to be initially applicable Borrower may convert the whole or any part thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Dollar Loans and/or Canadian Term Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Tranche 2 Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted. (b) The Canadian Revolving Borrowers shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans into a Borrowing of Bankers’ Acceptance Loans; provided, that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Bankers’ Acceptance Loans if no Specified Default or Event of Default is in existence on the date of the conversion, and (ii) no conversion pursuant to this Section 1.06(b) shall result in a greater number of Bankers’ Acceptance Loans than is permitted under Section 1.02. Each conversion pursuant to this Section 1.06(b) shall be effected by the relevant Canadian Revolving Borrower by giving the Administrative Agent at the applicable Notice Office prior to 1:00 P.M. (Local Time) at least three Business Days’ prior notice in the form of Exhibit A-2, appropriately completed to specify the Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule XI). The Administrative Agent shall give each Canadian Revolving Lender prompt notice of any such proposed conversion affecting any of its Canadian Prime Rate Loans. Upon any such conversion, the proceeds thereof will be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted. (c) 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 XI. Except as otherwise provided under Section 1.16, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of permitted Tranche 2 Loan by giving prior to the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions maturity date of the relevant underlying Bankers’ Acceptances may only be made on the last day of the Interest Period applicable thereto; (Acceptance or B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan/A Discount Note, as increases in the Outstanding Amount of a Tranche 2 Loan case may only be effected by Borrowings or Drawdownsbe. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loans.

Conversions. (a) Each Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Loan into which the conversion is being made), of the outstanding principal amount of Dollar Loans made to such Borrower pursuant to one or more Borrowings (so long as of the same Tranche of Loans) of one or more Types of Loans into a Borrowing (of the same Tranche of Loans) of another Type of Loan, provided that, (i) Subject Dollar Revolving Loans shall not be permitted to the provisions of this Agreementbe converted into Canadian Revolving Loans, the applicable Borrower and Canadian Revolving Loans shall not be permitted to be converted into Dollar Revolving Loans, (ii) Term Loans may convert the whole or any part of any Type of Tranche 2 Loan not be converted into any Revolving Loans and, except as required by Section 2.01(b), Revolving Loans may not be converted into Term Loans, (iii) if Eurodollar Loans are converted into Base Rate Loans on a date other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may only be made on than the last day of the an Interest Period applicable thereto; (B) to the Loans being converted, the respective Borrower shall compensate the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required Lenders for Borrowings or Drawdowns of Loans of the same Type as that portion (any breakage costs incurred in connection therewith as set forth in Section 2.02 2.12, (iv) 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 than the Minimum Borrowing Amount for Eurodollar Loans of the respective Tranche, (v) unless the Required Lenders otherwise agree, Base Rate Loans may not be converted into Eurodollar Loans if any Default or Event of Default exists on the date of conversion, and (vi) no conversion pursuant to this Section 2.05); and (C) a Conversion 2.07 shall not result in an increase in the Outstanding Amount a greater number of a Tranche 2 Loan, as increases in the Outstanding Amount Borrowings of a Tranche 2 Loan may only Eurodollar Loans than is permitted under Section 2.02. Each such conversion shall be effected by the respective Borrower giving the Administrative Agent at the Notice Office, prior to Noon (New York time), at least three (3) Business Days' prior notice (each a "Notice of Conversion") specifying the Loans to be so converted, the Borrowing or Borrowings or Drawdownspursuant 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 Lender prompt notice of any such proposed conversion affecting any of its Loans. (iib) In respect of Conversions Each Canadian Revolving Loan Borrower shall be entitled: (i) to convert from time to time any Canadian Prime Rate Loans then outstanding under the Canadian Dollar Loan Sub-Commitments into Bankers’ Acceptances, ' Acceptance Loans under the Canadian Dollar Loan Sub-Commitments in order to satisfy the continuing liability of a Borrower an aggregate Face Amount equal to the Tranche 2 Lenders for the aggregate principal amount of the converted Loans in Canadian Dollars of such Borroweroutstanding Canadian Prime Rate Loans, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and provided that the applicable Canadian Revolving Loan Borrower shall on pay the Conversion Date pay proceeds of such Bankers' Acceptance Loans, together with such additional funds as may be required, to the Canadian Facility Administrative Agent for the account of the Tranche Canadian Lenders to repay such outstanding Canadian Prime Rate Loans, and provided further that such Canadian Prime Rate Loans are repaid and such Bankers' Acceptance Loans are obtained in accordance with Section 2 Lenders and any other applicable provisions of this Agreement; and (ii) contemporaneously with the maturity of any Bankers' Acceptance Loans outstanding under the Canadian Dollar Loan Sub-Commitments, to obtain Bankers' Acceptance Loans or Canadian Prime Rate Loans under the Canadian Dollar Loan Sub-Commitments in an amount equal to the difference between the aggregate Face Amount or principal amount of as the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversioncase may be, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount Face Amount of such maturing Bankers' Acceptance Loans, provided that the applicable Canadian Revolving Loan Borrower shall pay the proceeds of such new Canadian Revolving Loan together with such additional funds as may be required to the Administrative Agent for the account of the Canadian Lenders to repay such maturing Bankers’ Acceptances ' Acceptance Loans, and provided further that such new Canadian Revolving Loans are obtained in accordance with Section 2 and any other applicable provisions of such Borrower converted to a this Agreement. (c) Mandatory conversions of Bankers' Acceptance Loans into Canadian Prime Rate LoanLoans shall be made in the circumstances, and to the Canadian Facility Agent extent, provided in clause (i) of Schedule III. Except as otherwise provided under Section 2.17, Bankers' Acceptance Loans shall record not be permitted to be converted into any other Type of Loan prior to the obligation maturity date of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loansrespective Bankers' Acceptance Loan.

Conversions. Each Borrower shall have the option to convert, on any Business Day occurring on or after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian TermDollar Loans, as the case may be, made to such Borrower pursuant to one or more Borrowings (iso long as of the same Tranche) Subject to of one or more Types of Dollar Loans or Types of Canadian TermDollar Loans, as the provisions case may be, into a Borrowing (of this Agreementthe same Tranche) of another Type of Dollar Loan or Canadian TermDollar Loan, as the applicable Borrower case may convert be, provided that (ia) except as otherwise provided in Sections 2.10(a) and 2.10(c), (xi) Eurodollarin the whole case of a Eurocurrency Rate Loan or Term RFR Loan denominated in Dollars, upon the expiration of any Interest Period, all or any part of any Type such outstanding Eurocurrency Rate Loans or Term RFR Loans may be converted into Base Rate Loans (other than Swingline Loans), (ii) in the case of Tranche 2 a Daily Simple RFR Loan denominated in Dollars, upon the occurrence of the Interest Payment Date therefor, all or any part of any such outstanding Daily Simple RFR Loans may be converted into any other Type of permitted Tranche 2 Loan by giving the Base Rate Loans, and (yiii) CDOR Rate Loans may be converted into Canadian Facility Agent a Conversion Notice Prime Rate Loans, in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may each case, only be made on the last day of the an Interest Period applicable thereto; (B) to the applicable Borrower Loans being converted and no such partial conversion of Eurodollar Loans or CDOR Rate Loans, as the case may not convert a portion only or be, shall reduce the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion principal amount of such Loan are equal Eurodollar Loans or CDOR Rate Loans made pursuant to or exceed a single Borrowing to less than the minimum amounts required for Borrowings or Drawdowns of Minimum Borrowing Amount applicable thereto, (iib) unless the Required Lenders otherwise agree, (xi) Base Rate Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings converted into Eurodollarone or Drawdowns. more Eurocurrency Rate Loans or, after the USD LIBOR Transition Date, RFR Loans and (iiyii ) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate LoanLoans may only be converted into CDOR Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the Canadian Facility Agent shall record the obligation date of the applicable Borrower conversion, (iiic) no conversion pursuant to the Tranche 2 Lenders as Canadian Prime this Section 2.06(a) shall result in a greater number of Borrowings of EuroEurocurrency Rate Loans, Term RFR Loans and CDOR Rate Loans than is permitted under Section 2.02 and (ivd) Swingline Loans may not be converted pursuant to this Section 2.06.

Conversions. (a) Each Borrower shall have the option to convert, on any Business Day occurring on or after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Term Loans, as the case may be, made to such Borrower pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Term Loan, as the case may be, provided that (i) Subject to the provisions of this Agreementexcept as otherwise provided in Sections 2.10(a) and 2.10(c), the applicable Borrower (x) Eurodollar Loans may convert the whole or any part of any Type of Tranche 2 Loan be converted into any other Type of permitted Tranche 2 Loan by giving the Base Rate Loans and (y) CDOR Rate Loans may be converted into Canadian Facility Agent a Conversion Notice Prime Rate Loans, in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may each case, only be made on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of Eurodollar Loans or CDOR Rate Loans, as the case may be, shall reduce the outstanding principal amount of such Eurodollar Loans or CDOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be converted into Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into CDOR Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of the conversion, (iii) no conversion pursuant to this Section 2.06(a) shall result in a greater number of Borrowings of Euro Rate Loans and CDOR Rate Loans than is permitted under Section 2.02 and (iv) Swingline Loans may not be converted pursuant to this Section 2.06. Each conversion pursuant to this Section 2.06(a) shall be effected by the respective Borrower by giving the Administrative Agent at the applicable Notice Office prior to 1:00 P.M. (Local Time) at least (x) in the case of conversions into Eurodollar Loans (in the case of Dollar Loans) or CDOR Rate Loan (in the case of Canadian Term Loans), three (3) Business Days’ prior notice, and (y) in the case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one (1) Business Day’s prior notice (each, a “Notice of Conversion/Continuation”) in the form of Exhibit A-2, appropriately completed to specify the Dollar Loans or Canadian Term Loans to be so converted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (in the case of Dollar Loans) or CDOR Rate Loans (in the case of Canadian Term 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 Dollar Loans and/or Canadian Term Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted. (Bb) The Canadian Revolving Borrowers shall have the applicable Borrower may not convert option to convert, on any Business Day occurring on or after the Effective Date, all or a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed at least the minimum amounts required for Borrowings or Drawdowns of Loans Minimum Borrowing Amount of the same Type as outstanding principal amount of Canadian Revolving Loans constituting Canadian Prime Rate Loans into a Borrowing of CDOR Rate Loans; provided, that portion (as set forth in Section 2.02 or this Section 2.05); and (Ci) a Conversion shall not result in an increase in unless the Outstanding Amount of a Tranche 2 LoanRequired Lenders otherwise agree, as increases in the Outstanding Amount of a Tranche 2 Loan Canadian Prime Rate Loans may only be effected by Borrowings converted into CDOR Rate Loans if no Specified Default or Drawdowns. Event of Default is in existence on the date of the conversion, and (ii) In respect no conversion pursuant to this Section 2.06(b) shall result in a greater number of Conversions into Bankers’ Acceptances, in order CDOR Rate Loans than is permitted under Section 2.02. Each conversion pursuant to satisfy this Section 2.06(b) shall be effected by the continuing liability of a relevant Canadian Revolving Borrower to by giving the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and Administrative Agent at the applicable Borrower shall on Notice Office prior to 1:00 P.M. (Local Time) at least three (3) Business Days’ prior notice in the Conversion Date pay form of Exhibit A-2, appropriately completed to specify the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower Loans to the Tranche 2 Lenders as Canadian Prime Rate Loans.be so converted into CDOR Rate

Conversions. (a) Each US Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of US Revolving Loans made pursuant to one or more Borrowings of one or more Types of US Revolving Loans into a Borrowing of another Type of US Revolving Loan; provided that, (i) Subject to the provisions of this Agreementexcept as otherwise provided in Section 2.10(b), the applicable Borrower US LIBOR Loans may convert the whole or any part of any Type of Tranche 2 Loan be converted into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may Base Rate Loans only be made on the last day of an Interest Period applicable to the US Revolving Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion, (iii) no conversion pursuant to this Section 2.06(a) shall result in a greater number of Borrowings of US LIBOR Loans than is permitted under Section 2.02 and (iv) for the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such conversion shall be effected by the respective US Borrower by giving the Administrative Agent at the Notice Office prior to 11:00 A.M. (New York City time) at least (A) in the case of conversions of Base Rate Loans into US LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify the Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Revolving Loans were incurred and, if to be converted into US LIBOR 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 Revolving Loans. (b) Each Canadian Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Canadian Revolving Loans made pursuant to one or more Borrowings of one or more Types of Canadian Revolving Loans into a Borrowing of another Type of Canadian Revolving Loan; provided that, (i) except as otherwise provided in Section 2.10(b), Canadian LIBOR Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Canadian LIBOR Loans being converted and no such partial conversion of Canadian LIBOR Loans shall reduce the outstanding principal amount of such Canadian LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may only be converted into Canadian LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.06(b) shall result in a greater number of Borrowings of Canadian LIBOR Loans than is permitted under Section 2.02. Each such conversion pursuant to this Section 2.06(b) shall be effected by the relevant Canadian Borrower by giving the Administrative Agent at the applicable Notice Office prior to 11:00 A.M. (Toronto Time) at least (A) in the case of conversions of Canadian Prime Rate Loans into Canadian LIBOR Loans, three Business Days’ prior notice and (B) in the case of conversions of Canadian LIBOR Loans into Canadian Prime Rate Loans, one Business Day’s prior notice, in each case in the form of Exhibit A-2, appropriately completed to specify the Canadian Revolving Loans to be so converted, the Borrowing or Borrowings pursuant to which such Canadian Revolving Loans were incurred and, if to be converted into Canadian LIBOR Loans, the Interest Period to be initially applicable Borrower may not convert a portion only or thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Canadian Revolving Loans. Upon any such conversion, the whole of an outstanding Tranche 2 Loan unless both proceeds thereof will be applied directly on the unconverted portion and converted portion day of such Loan are equal conversion to or exceed prepay the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the outstanding principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c)Canadian Revolving Loans being converted. (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility Agent shall record the obligation of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate Loans.

Conversions. The U.S. Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Denominated Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.7) 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) Subject to the provisions of this Agreementexcept as otherwise provided in Section 2.11(b), the applicable Borrower LIBOR Loans may convert the whole or any part of any Type of Tranche 2 Loan be converted into any other Type of permitted Tranche 2 Loan by giving the Canadian Facility Agent a Conversion Notice in accordance herewith; provided that: (A) Conversions of Bankers’ Acceptances may Base Rate Loans only be made on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.7 shall result in a greater number of Borrowings of Fixed Rate Loans than is permitted under Section 2.2. Each such conversion shall be effected by the U.S. Borrower by giving the Administrative Agent at the Notice Office prior to 1:00 P.M. (New York City time) (Noon (New York City time) in the case of clause (y) below) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, notice on the date of such conversion (each, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit J, appropriately completed to specify the Loans to be so converted, the Borrowing or Borrowings pursuant to which such Loans were incurred and, if to be converted into LIBOR Loans, the Interest Period to be initially applicable thereto; (B) the applicable Borrower may not convert a portion only or the whole of an outstanding Tranche 2 Loan unless both the unconverted portion and converted portion of such Loan are equal to or exceed the minimum amounts required for Borrowings or Drawdowns of Loans of the same Type as that portion (as set forth in Section 2.02 or this Section 2.05); and (C) a Conversion shall not result in an increase in the Outstanding Amount of a Tranche 2 Loan, as increases in the Outstanding Amount of a Tranche 2 Loan may only be effected by Borrowings or Drawdowns. (ii) In respect of Conversions into Bankers’ Acceptances, in order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for the amount of the converted Loans of such Borrower, each Tranche 2 Lender shall receive and retain for its own account the Discount Proceeds of the Bankers’ Acceptances issued upon such Conversion, and the applicable Borrower shall on the Conversion Date pay to the Canadian Facility Agent for the account of the Tranche 2 Lenders an amount equal to the difference between the principal amount of the converted Loan and the aggregate Discount Proceeds from the Bankers’ Acceptances issued on such Conversion, together with the acceptance fees to which the Tranche 2 Lenders are entitled pursuant to Section 2.05(c). (iii) In order to satisfy the continuing liability of a Borrower to the Tranche 2 Lenders for an amount equal to the aggregate face amount of the maturing Bankers’ Acceptances of such Borrower converted to a Canadian Prime Rate Loan, the Canadian Facility . The Administrative Agent shall record the obligation give each Lender prompt notice of the applicable Borrower to the Tranche 2 Lenders as Canadian Prime Rate any such proposed conversion affecting any of its Dollar Denominated Loans.