Common use of Conversions Clause in Contracts

Conversions. Any Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan.

Conversions. Any (a) Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall have be irrevocable, specifying the rightamount to be converted, with respect to: provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) any Reference Rate Loan, on any Business Day (a “convert ABR Advances to LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; Advances and (ii) any continue LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such Advances as new LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if anyAdvances, in either case, each case by giving the Administrative Agent written Bank at least three Business Days’ prior irrevocable notice at of such election, specifying the Agency Services Address (amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such conversion of LIBOR Advances to new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which notice are to be converted to such new LIBOR Advances. Advances may be via fax, electronic mail, converted pursuant to this Section in whole or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocablepart, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related amount to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Provided no Default or Event of Default shall exist, the Borrower may enter into an Interest Rate Protection Product with respect to all or a portion of the outstanding balance of the Term Loan, provided that on the effective date of such Interest Rate Protection Product, such portion of the Term Loan bearing interest based on Daily LIBOR and with to be made subject to such Interest Rate Protection Product (the “Term Loan Notional Amount”) shall not be a LIBOR Conversion Date that is Advance having an Interest Period longer than one month. The Borrower shall give the Bank at least three Business Day’s prior notice thereof, specifying the amount to be made subject to such Interest Rate Protection Product. (3c) Business Days after such date Upon the occurrence and during the continuance of Borrowing and (ii) a notice that it elects Default or an Event of Default, all LIBOR Advances shall be automatically converted to capitalize ABR Advances on the interest due on such Reference Rate Loan as last day of the related applicable Interest Period. (d) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlessAdvance, in as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of any such Borrowing Section 6. (e) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of a Reference Rate Loanits Interest Period, the applicable Borrower provides notice in amount of the related Request for Borrowing that they elect not Loan represented by such Advance shall be automatically converted to convert such Reference Rate Loan into a LIBOR Loanan ABR Advance at the expiration of its Interest Period.

Conversions. Any Borrower shall have (a) After the rightSeventh Amendment Effective Date, with respect to: (i) any Reference Rate LoanLender may elect in a written notice to the Administrative Agent and the Borrower, on any Business Day (a “LIBOR Conversion Date”)in their sole discretion, to convert such Reference Rate Loan to a LIBOR Loan; all of their (ii1) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereofRevolving Credit 2 Commitments, if any, in either caseto Revolving Credit 1 Commitments and (2) Term B-2 Loans, by giving the Administrative Agent written notice at the Agency Services Address if any, to Term B-1 Loans (which notice may be via faxcollectively, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion NoticeOption”); provided that, if the Borrower pays any fee to any such converting Lender in consideration of the exercise of a Conversion Option, such fee shall not exceed 75 basis points. Upon the effectiveness of any Conversion Option, the Revolving Credit 2 Loans of the Lender exercising such Conversion Option shall convert to Revolving Credit 1 Loans; provided that (x) to the extent that such Lender’s Revolving Credit 1 Loans are less than its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, it shall, within 5 Business Days of the effectiveness of the Conversion Option, make Revolving Credit 1 Loans in amount necessary to eliminate such shortfall and (y) to the extent the amount of Revolving Credit 1 Loans of such selection no later than Lender exceed its Revolving Credit 1 Percentage of all Revolving Credit 1 Loans, Borrower shall, within 5 Business Days of the Specified Time. effectiveness of the Conversion Option, repay to such Lender an amount of Revolving Loans necessary to eliminate such excess (it being understood that any such repayment shall not be subject to Section 2.18 or be treated as a prepayment for any purpose). (b) Each Conversion Notice Option shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss become effective upon Borrower’s and Administrative Agent’s written acknowledgement or expense (other than loss receipt of margin or spread) actually incurred by such Lender’s election to exercise the Conversion Option; provided, either directly or indirectly. Notwithstanding however, that (i) no Conversion Option shall become effective unless each of such Lender’s Affiliates and Affiliated Funds holding Revolving Credit 2 Commitments and/or Term B-2 Loans exercise the foregoing, upon the Borrowing of each Reference Conversion Option with respect to such Revolving Credit 2 Commitments and/or Term B-2 Loans. (c) Any Loans so converted will be allocated between Base Rate Loan hereunder Loans and Eurodollar Loans (including, for the avoidance of doubtand, in connection the case of Eurodollar Loans, with any Borrowing related to the drawing under a Letter of same allocation among Interest Periods) on the same basis as the corresponding Revolving Credit under Section 2.8(g) hereof), 1 Loans and Term B-1 Loans outstanding at such time. Any Lender exercising the applicable Borrower Conversion Option referenced above shall be deemed to have simultaneously delivered waived any amounts owing to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d2.21 of this Agreement (“Breakage Amount”) hereof unless, to the extent such Breakage Amount is incurred in connection with the case exercise of any such Borrowing of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR LoanConversion Option.

Conversions. Any (a) The Borrowers may elect from time to time to convert one or more of its Eurodollar Advances to ABR Advances by giving the Agent at least one Business Day's prior irrevocable notice of such election, specifying the Advance to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, any Borrower shall have the right, with respect to: may elect from time to time to convert its (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), ABR Advances to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days), by the delivery to the Agent of a Notice of Conversion manually signed by the applicable Borrower. The Agent shall provide the applicable Lenders with, prompt but no later than two Business Days, notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted by the applicable Borrower provides notice to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made to the applicable Borrower on such date in accordance with Section 2.3 and having the related Request for Borrowing that they same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrowers shall not have any right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by reflecting the Type of Loan into from the Advance being converted to the new ABR Advance or Eurodollar Advance, as the case may be, (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing. Each conversion of an Advance does not reflect a repayment of the converted Advance or an additional borrowing, but a continuation of the original obligation in full force and effect.

Conversions. Any The Borrower shall have the right, with respect to: (i) any Reference Rate Loanoption to convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the Table of Contents outstanding principal amount of Loans made pursuant to one or more Borrowings (so long as of the same Class) of one or more Types of Loans into a “LIBOR Conversion Date”Borrowing (of the same Class) of another Type of Loan; provided that, (i) except as otherwise provided in Section 2.10(b), LIBOR Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to convert the Loans being converted unless the Borrower pays any amounts due under Section 2.11 and no such Reference 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 Loan Loans may not be converted into LIBOR Loans in excess of one month 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; , (iix) any Base Rate Loans may not be converted into LIBOR Loan denominated 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 US Dollars, on any Business Day the absence of the notification referred to in preceding clause (a “Reference Rate Conversion Date”x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period of one month, and (iv) no conversion pursuant to convert this Section 2.06 shall result in a greater number of Borrowings of LIBOR Loans than is permitted under Section 2.02. Each such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that conversion shall be effected by the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address Notice Office prior to 12:00 Noon at least (which x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice may be via faxand (y) in the case of conversions of LIBOR Loans into Base Rate Loans, electronic mailone Business Day’s prior notice (each, or by telephone (if confirmed a “Notice of Conversion/Continuation”), in writing promptly thereafter)) each case substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than A-2, appropriately completed to specify the Specified Time. Each Conversion Notice shall Loans to be revocableso converted, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (includingor Borrowings pursuant to which such Loans were incurred and, for the avoidance of doubt, in connection with any Borrowing related if to the drawing under a Letter of Credit under Section 2.8(g) hereof)be converted into LIBOR Loans, the Interest Period to be initially applicable Borrower shall be deemed to have simultaneously delivered to the thereto. The Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a shall give each applicable Lender prompt notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing proposed conversion affecting any of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanits Loans.

Conversions. Any (A) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Revolving Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (if confirmed in writing promptly thereafter)a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice C, shall be revocableirrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the Borrowers amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 and having the same Interest Period as such first Eurodollar Advance, shall indemnify each Lender against any loss or expense equal the Minimum Amount. (other than loss of margin or spreadB) actually incurred by such Lender, either directly or indirectly. Notwithstanding anything in this Agreement to the foregoingcontrary, upon the Borrowing occurrence and during the continuance of each Reference Rate Loan hereunder (including, for the avoidance an Event of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)Default, the applicable Borrower shall be deemed have no right to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice elect to convert such Reference Rate Loan any existing ABR Advance to a LIBOR Loan bearing interest based new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date pursuant current Interest Period applicable to Section 3.3(dsuch Eurodollar Advance. (C) hereof unlessEach conversion or continuation shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, in as the case of may be, to its Advances (or portion thereof) being converted (it being understood that any such Borrowing conversion or continuation shall not constitute a borrowing for purposes of a Reference Rate LoanArticles 4, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan5 or 6).

Conversions. Any (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Agent at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall have only be made on the rightlast day of the Interest Period applicable thereto. In addition, with respect to: the Borrower may elect from time to time to convert (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), ABR Advances to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $500,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default, the applicable Borrower provides notice in the related Request for Borrowing that they shall have no right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate Loan into event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing for purposes of Sections 4, 5 or 6).

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than election, specifying the Specified Timeamount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable thereto. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)In addition, the applicable Borrower shall be deemed may elect from time to have simultaneously delivered time to the Administrative Agent convert (i) a Conversion Notice ABR Advances to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Eurodollar Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable to the Eurodollar Advances which are to be con verted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such elec tion. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be con verted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 and having the same Eurodollar Interest Period as such first Eurodollar Advance, shall equal no less than $2,500,000 or such amount plus a whole multiple of $500,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the applicable Borrower provides notice in the related Request for Borrowing that they Bor rower shall have no right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate Loan into event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing for purposes of Sections 4, 5 or 6). (d) Competitive Bid Loans may not be converted.

Conversions. Any (a) Subject to Section 2.7 and provided that the Borrower has, by giving notice to the Administrative Agent, requested the Lenders to convert all or a portion of an outstanding Loan of a particular type into another type of Loan, the Lenders shall, on the date of conversion, continue to extend credit to the Borrower by way of the type of Loan into which the outstanding Loan or a portion thereof is converted (without the same constituting a further advance of funds to the Borrower) in the aggregate principal amount equal to the principal amount of the outstanding Loan or the portion thereof which is being converted; provided that in respect of conversions of a Loan or any portion thereof denominated in one currency to a Loan or any portion thereof denominated in another currency, the Borrower shall have at the righttime of such conversion repay the Loan or portion thereof being converted in the currency in which it was denominated. (b) To make an election pursuant to this Section 2.9, the Borrower shall notify the Agent of such election by delivering a written notice by the time that a request would be required under Sections 2.2 and 2.3 if the Borrower was requesting a Loan of the type resulting from such election to be made on the effective date of such election. Each request for a conversion shall be irrevocable. (c) Each request for a conversion shall specify the following information in compliance with respect to: Sections 2.2 and 2.3: (i) any Reference whether an outstanding Loan is to be converted and, if an outstanding Loan is to be converted, the type of Loan to be converted; (ii) the principal amount of the Loan or the portion thereof which is to be converted; (iii) the effective date of the election made pursuant to such request for a conversion, which shall be a Business Day; (iv) whether the resulting Borrowing is to be a SOFR Loan, US Prime Rate Loan, on any Business Day (a “LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Canadian Prime Rate Loan, a Term ▇▇▇▇▇ Borrowing or a Daily Compounded ▇▇▇▇▇ Borrowing; or and (iiiv) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than if the resulting Borrowing is to be a LIBOR Loan bearing interest based on Daily LIBOR)SOFR Loan, on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mailTerm ▇▇▇▇▇ Borrowing, or by telephone (if confirmed in writing promptly thereafter)) substantially in Daily Compounded ▇▇▇▇▇ Loan, the form of Exhibit G attached hereto (a “Conversion Notice”) of Interest Period to be applicable thereto after giving effect to such selection no later than the Specified Time. Each Conversion Notice election, which shall be revocablea period contemplated by the definition of the term “Interest Period”. If any such request for a conversion requests a Term ▇▇▇▇▇ Borrowing but does not specify an Interest Period, provided that then the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered selected an Interest Period of one (1) months’ duration. (d) Promptly following receipt of a request for a conversion in accordance with this Section, the Agent shall advise each Lender of the details thereof and of such ▇▇▇▇▇▇’s portion of each resulting Loan. (e) If the Borrower specifies in the request for a conversion an effective date for an election made pursuant to such request for a conversion that is a day other than the last day of the applicable Interest Period, the Borrower shall be required to pay to the Administrative Agent Lenders breakage fees in accordance with the terms of this Agreement. (if) a Conversion Notice In the event of any conversion of any SOFR Loan, Term ▇▇▇▇▇ Loan or Daily Compounded ▇▇▇▇▇ Loan, as applicable, prior to convert the end of the current Interest Period therefor, accrued interest on such Reference Rate Loan to a LIBOR Loan bearing interest based shall be payable on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such the effective date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date conversion, together with any breakage fees payable pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanthis Agreement.

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than election, specifying the Specified Timeamount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)In addition, the applicable Borrower shall be deemed may elect from time to have simultaneously delivered time to the Administrative Agent convert (i) a Conversion Notice ABR Advances to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by facsimile of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.5 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the applicable Borrower provides notice in the related Request for Borrowing that they shall have no right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate Loan into event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing for purposes of Sections 4, 5 or 6).

Conversions. Any The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than election, specifying the Specified Timeamount to be so converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. Each Conversion Notice shall In addition, the Borrower may elect from time to time to convert ABR Advances to Eurodollar Advances or to convert Eurodollar Advances to new Eurodollar Advances by giving the Agent at least two Business Days' prior irrevocable notice of such election, specifying the amount to be revocableso converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the Borrowers shall indemnify each Lender against any loss or expense (other than loss last day of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related Interest Period applicable to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall Eurodollar Advances which are to be deemed converted to have simultaneously such new Eurodollar Advances. Each conversion notice must be delivered to the Administrative Agent (i) a Conversion Notice prior to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless12:00 noon, in the case of conversions to Eurodollar Advances, and 11:00 A.M., in the case of conversions to ABR Advances, on the Business Day required by this Section for the delivery of such notices to the Agent. The Agent shall promptly provide the Lenders with notice of any such Borrowing election. ABR Advances and Eurodollar Advances may be converted pursuant to this Section in whole or in part, provided that conversions of ABR Advances to Eurodollar Advances, or Eurodollar Advances to new Eurodollar Advances, shall be in an aggregate principal amount of $1,000,000 or such amount plus a Reference Rate Loan, the applicable Borrower provides notice whole multiple of $100,000 in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanexcess thereof.

Conversions. Any The Borrower shall have may from time to time Convert any Standby Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to one or more Standby Loans of the right, same or any other Type and with respect to: any Interest Period (iif applicable) any Reference Rate Loan, on any Business Day by delivering (by hand delivery or telecopier) a “LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on request for such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered A-6 to the Administrative Agent no later than (i) a Conversion Notice 11:00 A.M., New York City time, on the third Business Day prior to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such the date of Borrowing any proposed Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., New York City time, on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, (B) Type of, and Interest Period, if any, applicable to, the Standby Loans (or portions thereof) proposed to be Converted, (C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Standby Loans may be Converted on a notice that it elects to capitalize date other than the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 3.3(d) hereof unless2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the duration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one months' duration. If, on the date of any proposed Conversion, the Borrower shall have failed to fulfill any condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case of any such Borrowing of a Reference Rate Loanmay be, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR LoanABR Loans.

Conversions. Any The Borrower shall have the right, with respect to: (i) any Reference Rate Loanoption to convert, on any Business Day 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, (a “LIBOR Conversion Date”i) except as otherwise provided in Section 2.10(b), LIBOR Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to convert the Term Loans being converted and no such Reference Rate Loan partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a LIBOR Loan; single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) any unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into LIBOR Loan denominated Loans if no Default or Event of Default is in US Dollarsexistence on the date of the conversion, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or and (iii) any Reference Rate Loan or no conversion pursuant to this Section 2.06 shall result in a greater number of Borrowings of LIBOR Loan denominated in US Dollars (other Loans than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert is permitted under Section 2.02. Each such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that conversion shall be effected by the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address Notice Office prior to 11:00 A.M. (which New York City time) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice may be via faxand (y) in the case of conversions of LIBOR Loans into Base Rate Loans, electronic mailone Business Day’s prior notice (each, or by telephone (if confirmed a “Notice of Conversion/Continuation”), in writing promptly thereafter)) substantially each case in the form of Exhibit G attached hereto (a “Conversion Notice”) of A-2, appropriately completed to specify the Term Loans to be so converted, the Borrowing or Borrowings pursuant to which such selection no later than Term Loans were incurred and, if to be converted into LIBOR Loans, the Specified TimeInterest Period to be initially applicable thereto. Each Conversion Notice The Administrative Agent shall be revocable, provided that the Borrowers shall indemnify give each Lender against prompt notice of any loss or expense (other than loss such proposed conversion affecting any of margin or spread) actually incurred by such Lenderits Term Loans. If the Borrower requests a conversion to LIBOR Loans in any Notice of Conversion/Continuation but fails to specify an Interest Period, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall it will be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date specified an Interest Period of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanone month.

Conversions. Any (A) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice of such election, specifying the amount to be convened, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, PROVIDED THAT any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (if confirmed in writing promptly thereafter)a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice C, shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower irrevocable and shall be deemed to have simultaneously delivered given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, PROVIDED THAT the amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 and having the same Interest Period as such first Eurodollar Advance, shall equal the Minimum Amount. (iB) a Conversion Notice Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert such Reference Rate Loan any existing ABR Advance to a LIBOR Loan bearing interest based new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date pursuant current Interest Period applicable to Section 3.3(dsuch Eurodollar Advance. (C) hereof unlessEach conversion or continuation shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, in as the case of may be, to its Advances (or portion thereof) being converted (it being understood that any such Borrowing conversion or continuation shall not constitute a borrowing for purposes of a Reference Rate LoanArticles 4, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan5 or 6).

Conversions. Any The Borrower shall have may from time to time Convert any Standby Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to one or more Standby Loans of the right, same or any other Type and with respect to: any Interest Period (iif applicable) any Reference Rate Loan, on any Business Day by delivering (by hand delivery or telecopier) a “LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on request for such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered A-6 to the Administrative Agent no later than (i) a Conversion Notice 11:00 A.M. on the third Business Day prior to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such the date of Borrowing any proposed Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, (B) Type of, and Interest Period, if any, applicable to, the Standby Loans (or portions thereof) proposed to be Converted, (C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Standby Loans may be Converted on a notice that it elects to capitalize date other than the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 3.3(d) hereof unless2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the duration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one month's duration. If, on the date of any proposed Conversion, the Borrower shall have failed to fulfill any condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case of any such Borrowing of a Reference Rate Loanmay be, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR LoanABR Loans.

Conversions. Any Borrower Do not delete. This will not print. Schedule anchor. (a) each conversion of an Advance shall be for minimum aggregate amounts and whole multiples in excess thereof as are specified in respect of that type of Advance in this Article 2; (b) an Advance by way of Bankers’ Acceptance may be converted only on the last day of the relevant Contract Period; if less than all Advances by way of Bankers’ Acceptances are converted, after the conversion not less than Cdn$[DELETION] [Amount deleted for confidentiality reasons] shall remain as Advances by way of Bankers’ Acceptance; (c) an Advance by way of SOFR Loan in US$ may be converted only on the last day of the relevant Contract Period; if less than all Advances by way of SOFR Loan in US$ are converted, after the conversion not less than US$[DELETION] [Amount deleted for confidentiality reasons] shall remain as an Advance by way of a SOFR Loan in US$; (d) notwithstanding any other term in this Agreement, no Advance denominated in any currency may be converted into an Advance denominated in any other currency; (e) a conversion into an Advance by way of SOFR Loan shall require 3 Business Days’ notice and shall only be made to the extent that the conditions outlined in Section 3.17 shall not exist on the relevant Conversion Date; LEGAL_39694004.1 - 42 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (f) a conversion into an Advance by way of Bankers’ Acceptance shall require 2 Business Days’ notice and shall only be made to the extent that the conditions outlined in Section 2.11(10) shall not exist on the relevant Conversion Date; and (g) no Default or Event of Default shall have occurred and be continuing on the right, with respect to: (i) any Reference Rate Loan, relevant Conversion Date or after giving effect to the conversion of the Advance to be made on any Business Day (a “LIBOR the Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoingforegoing provisions of this Section 2.13, upon and subject to Section 10.2, if a Default or Event of Default has occurred and is continuing on the Borrowing last day of each Reference Rate Loan hereunder (includinga Contract Period, for the avoidance of doubt, in connection with any Borrowing related to the drawing under as regards a Letter of Credit under Section 2.8(g) hereof)Bankers’ Acceptance or SOFR Loan, the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice given notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three the Advance (3a) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing a Bankers’ Acceptance, into a Prime Loan in an amount equal to the face amount of the Bankers’ Acceptance on the last day of the Contract Period, and (b) in the case of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate SOFR Loan into a LIBOR LoanUSBR Loan on the last day of the Contract Period.

Conversions. Any (a) A Borrower may elect from time to time to convert one or more of its Eurodollar Advances to ABR Advances by giving the Agent at least one Business Day's prior irrevocable notice of such election, specifying the Advance to be converted, provided, that any such conversion of Eurodollar Advances shall have only be made on the rightlast day of the Interest Period applicable thereto. In addition, with respect to: a Borrower may elect from time to time to convert its (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), ABR Advances to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days), by the delivery to the Agent of a Notice of Conversion manually signed by the applicable Borrower. The Agent shall promptly provide the applicable Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted by a Borrower provides notice to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made to such Borrower on such date in accordance with Section 2.3 and having the related Request for Borrowing that they same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, no Borrower shall have any right to elect not to convert any existing ABR Advance to (c) Each conversion shall be effected by each Lender by reflecting the Type of Loan from the Advance being converted to the new ABR Advance or Eurodollar Advance, as the case may be, (it being understood that any such Reference Rate Loan into conversion shall not constitute a LIBOR Loanborrowing. Each conversion of an Advance does not reflect a repayment of the converted Advance or an additional borrowing, but a continuation of the original obligation in full force and effect.

Conversions. Any The Borrower shall have may from time to time Convert any Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to one or more Loans of the right, same or any other Type and with respect to: any Interest Period (iif applicable) any Reference Rate Loan, on any Business Day by delivering (by hand delivery or telecopier) a “LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on request for such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered B to the Administrative Agent no later than (i) a Conversion Notice 11:00 A.M. on the third Business Day prior to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such the date of Borrowing any proposed Conversion into a Eurodollar Loan and (ii) 11:00 A.M., on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, (B) Type of, and Interest Period, if any, applicable to, the Loans (or portions thereof) proposed to be Converted, (C) Type of Loans to which such Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Loans resulting from such Conversion and (E) aggregate amount of Loans (or portions thereof) proposed to be Converted. No Eurodollar Loans may be Converted on a notice that it elects to capitalize date other than the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 3.3(d) hereof unless2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Loans, such Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the duration of any Interest Period for Loans to be Converted into Eurodollar Loans, such Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Loans with an Interest Period of one month’s duration. If, on the date of any proposed Conversion, the Borrower shall have failed to fulfill any condition set forth in Section 4.01, all Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case of any such Borrowing of a Reference Rate Loanmay be, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR LoanABR Loans.

Conversions. Any (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Lender at least one Business Day’s prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall have only be made on the rightlast day of the Interest Period applicable thereto. In addition, with respect to: the Borrower may elect from time to time to (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), convert ABR Advances to convert such Reference Rate Loan to a LIBOR Loan; Eurodollar Advances and (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (continue Eurodollar Advances as new Eurodollar Advances by selecting a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if anynew Interest Period therefor, in either case, each case by giving the Administrative Agent written Lender at least three Business Days’ prior irrevocable notice at of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (if confirmed in writing promptly thereafter)each a “Notice of Conversion”) shall be substantially in the form of Exhibit G attached hereto (a “Conversion NoticeD”) of such selection no later than the Specified Time. Each Conversion Notice , shall be revocableirrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Lender of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the Borrowers amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 hereof and having the same Interest Period as such first Eurodollar Advance, shall indemnify each Lender against any loss or expense equal the Minimum Amount. (other than loss of margin or spreadb) actually incurred by such Lender, either directly or indirectly. Notwithstanding anything in this Agreement to the foregoingcontrary, upon the Borrowing occurrence and during the continuance of each Reference Rate Loan hereunder an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (includingc) Each conversion or continuation shall be effected by the Lender by applying the proceeds of the new ABR Advance or Eurodollar Advance, for as the avoidance of doubtcase may be, in connection with any Borrowing related to the drawing under Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a Letter borrowing for purposes of Credit under Section 2.8(g) Article 4 hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan.

Conversions. Any (a) The Borrower may elect from time to time to convert Eurodollar Advances to ABR Advances by giving the Agent at least one Business Day's prior irrevocable notice of such election, specifying the amount to be so converted, provided, that any such conversion of Eurodollar Advances shall have only be made on the rightlast day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert ABR Advances to Eurodollar Advances or to convert Eurodollar Advances to new Eurodollar Advances by giving the Agent at least three Business Days' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. The Agent shall promptly provide the Lenders with respect to: notice of any such election. ABR Advances and Eurodollar Advances may be converted pursuant to this Section in whole or in part, provided that conversions of ABR Advances to Eurodollar Advances, or Eurodollar Advances to new Eurodollar Advances, shall be in an aggregate principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Section to the contrary, no ABR Advance may be converted to a Eurodollar Advance, and no Eurodollar Advance may be converted to a new Eurodollar Advance, if a Default or Event of Default has occurred and is continuing either (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), at the time the Borrower shall notify the Agent of its election to convert such Reference Rate Loan to a LIBOR Loan; or (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate the requested Conversion Date”). In such event, such ABR Advance shall be automatically continued as an ABR Advance or such Eurodollar Advance shall be automatically converted to an ABR Advance on the last day of the Interest Period applicable to such Eurodollar Advance. If an Event of Default shall have occurred and be continuing, the Agent shall, at the request of the Required Lenders, notify the Borrower (by telephone or otherwise) that all, or such lesser amount as the Required Lenders shall designate, of the outstanding Eurodollar Advances shall be automatically converted to ABR Advances, in which event such Eurodollar Advances shall be automatically converted to ABR Advances on the date such notice is given. (c) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to convert its Advances (or portion thereof) being converted (it being understood that such LIBOR Loan to conversion shall not constitute a Reference Rate Loan; borrowing for purposes of Sections 4, 5 or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR6), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan.

Conversions. Any (a) A Borrower may elect from time to time to convert one or more of its Eurodollar Advances to ABR Advances by giving the Agent at least one Business Day's prior irrevocable notice of such election, specifying the Advance to be converted, provided, that any such conversion of Eurodollar Advances shall have only be made on the rightlast day of the Interest Period applicable thereto. In addition, with respect to: a Borrower may elect from time to time to convert its (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), ABR Advances to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days), by the delivery to the Agent of a Notice of Conversion manually signed by the applicable Borrower. The Agent shall promptly provide the applicable Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted by a Borrower provides notice to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made to such Borrower on such date in accordance with Section 2.3 and having the related Request for Borrowing that they same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, no Borrower shall have any right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by reflecting the Type of Loan into from the Advance being converted to the new ABR Advance or Eurodollar Advance, as the case may be, (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing. Each conversion of an Advance does not reflect a repayment of the converted Advance or an additional borrowing, but a continuation of the original obligation in full force and effect.

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day’s prior irrevocable notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than election, specifying whether such Advances constitute Revolving Credit A or B (as applicable) Loans and the Specified Timeamount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)In addition, the applicable Borrower shall be deemed may elect from time to have simultaneously delivered time to the Administrative Agent convert (i) a Conversion Notice ABR Advances to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days’ prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying whether such Advances constitute Revolving Credit A or B (as applicable) Loans, the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by facsimile of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the A or B (as applicable) Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to each Eurodollar Advance with respect to the Revolving Credit A or B (as applicable) Loans, when aggregated with any Eurodollar Advance to be made on such date with respect to such Revolving Credit Loans in accordance with Section 2.5 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the applicable Borrower provides notice in the related Request for Borrowing that they shall have no right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate Loan into event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each A or B (as applicable) Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing for purposes of Sections 4, 5 or 6).

Conversions. Any Subject to the terms and conditions of this Agreement, the Borrower shall have the right, with respect to: may from time to time convert a Borrowing to another type of Borrowing by converting (i) all or any Reference part of the outstanding principal amount of any Prime Rate LoanAdvances into Base Rate Advances, on LIBO Advances or Bankers' Acceptances or any Business Day (a “LIBOR Conversion Date”)combination thereof, to convert such Reference Rate Loan to a LIBOR Loan; (ii) all or any LIBOR Loan denominated in US Dollarspart of the outstanding principal amount of any Base Rate Advances into Prime Rate Advances, on LIBO Advances or Bankers' Acceptances or any Business Day (a “Reference Rate Conversion Date”)combination thereof, to convert such LIBOR Loan to a Reference Rate Loan; or (iii) on the date of maturity of any Reference Bankers' Acceptances, all or any part of the outstanding principal amount at maturity of such Bankers' Acceptances into Prime Rate Loan Advances, Base Rate Advances or LIBOR Loan denominated LIBO Advances or any combination thereof, or (iv) on the last day of the applicable Interest Period, all or any part of the outstanding principal amount of any LIBO Advances into Prime Rate Advances, Base Rate Advances or Bankers' Acceptances or any combination thereof; subject however in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”)all cases, to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make following: (a) the payments required by Section 4.6 hereof, if any, in either case, by giving principal amount of each type of Advances or the Administrative Agent written notice at the Agency Services Address (which notice may face amount of Bankers' Acceptances being converted shall not be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later less than the Specified Time. Each Conversion Notice shall be revocable, provided that amounts necessary to fulfil the Borrowers shall indemnify each Lender against any loss or expense (other than loss requirements of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection this Agreement with any Borrowing related respect to the drawing under a Letter of Credit under Section 2.8(gminimum principal amounts for Borrowings, Advances and Bankers' Acceptances; (b) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing of a Reference Rate Loanconversion into Bankers' Acceptances, the applicable principal amount of each type of Advances being so converted, together with all other amounts owing under this Agreement with respect thereto, shall be paid to the Agent from the proceeds of sale of such Bankers' Acceptances for distribution to the Lenders forthwith; (c) no conversion shall be made by a Lender into LIBO Advances or Base Rate Advances if it is unlawful for a Lender to fund or maintain a LIBO Advance or a Base Rate Advance, respectively; (d) each conversion shall be effected, as nearly as practicable, in each Lender's Proportion for each Borrowing on identical terms; (e) no Default or Event of Default shall have occurred and be continuing; and (f) a Drawdown Notice has been delivered by the Borrower provides notice to the Agent in accordance with Section 3.10. Amounts which are converted shall not reduce the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanamount of the Credit.

Conversions. Any The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, option to convert on any Business Day (all or a “LIBOR Conversion Date”), portion at least equal to convert such Reference Rate Loan the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans owing pursuant to a LIBOR single Facility into a Borrowing or Borrowings pursuant to such Facility of another Type of Loan; , PROVIDED that (i) 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, (ii) any LIBOR Loan denominated Base Rate Loans and C Term Loans-Fixed Rate may not be converted into Eurodollar Loans when a Default under Section 8.01 or an Event of Default is in US Dollarsexistence on the date of the proposed conversion if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such conversion, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02 and (iv) no conversion of any Reference C Term Loan-Fixed Rate Loan or LIBOR Loan denominated in US Dollars shall be made pursuant to this Section 1.06 until the FRE Date applicable thereto has occurred, at which time such Loans shall be converted into Eurodollar Loans and/or Base Rate Loans as elected by the Borrower (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if anyor, in either casethe absence of giving any such notice, shall be automatically converted into Base Rate Loans) and such resulting Eurodollar Loans and Base Rate Loans shall thereafter be subject to conversion as provided in this Section 1.06. Each such conversion shall be effected by the Borrower giving the Administrative Agent written notice at the Agency Services Address its Notice Office, prior to 12:00 Noon (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereofNew York time), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent at least three Business Days' (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) or one Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlessDay'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") specifying the Loans to be so converted (including the relevant Facility), 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 Borrowing proposed conversion affecting any of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanits Loans.

Conversions. Any (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to Federal Fund Advances by giving the Bank at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided that any such conversion of Eurodollar Advances shall have only be made on the rightlast day of the Interest Period applicable thereto. In addition, with respect to: the Borrower may elect from time to time to (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), convert Federal Fund Advances to convert such Reference Rate Loan to a LIBOR Loan; Eurodollar Advances and (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (continue Eurodollar Advances as new Eurodollar Advances by selecting a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if anynew Interest Period therefor, in either case, each case by giving the Administrative Agent written Bank at least three Business Days' prior irrevocable notice at of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of Federal Fund Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances that are to be continued as such new Eurodollar Advances. Each such notice (if confirmed in writing promptly thereafter)a "Notice of Conversion") shall be substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice E, shall be revocableirrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Bank of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this paragraph in whole or in part, provided that the Borrowers amount to be converted to, or continued as, a Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with paragraph 2.3 and having the same Interest Period as such first Eurodollar Advance, shall indemnify each Lender against any loss or expense equal the Minimum Amount. (other than loss of margin or spreadb) actually incurred by such Lender, either directly or indirectly. Notwithstanding anything in this Agreement to the foregoingcontrary, upon the Borrowing occurrence and during the continuance of each Reference Rate Loan hereunder (including, for the avoidance an Event of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)Default, the applicable Borrower shall be deemed have no right to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice elect to convert such Reference Rate Loan any existing Federal Fund Advance to a LIBOR Loan bearing interest based new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all Federal Fund Advances shall be automatically continued as Federal Fund Advances and each Eurodollar Advance shall be automatically converted to Federal Fund Advances on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date pursuant Interest Period applicable to Section 3.3(dsuch Eurodollar Advance. (c) hereof unlessEach conversion or continuation shall be effected by the Bank by applying the proceeds of its new Federal Fund Advance or Eurodollar Advance, in as the case of may be, to its Advances (or portion thereof) being converted (it being understood that any such Borrowing conversion or continuation shall not constitute a borrowing for purposes of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanparagraphs 4 or 6).

Conversions. Any The Borrower shall have may from time to time Convert any Standby Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to one or more Standby Loans of the right, same or any other Type and with respect to: any Interest Period (iif applicable) any Reference Rate Loan, on any Business Day by delivering (by hand delivery or telecopier) a “LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on request for such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered A-6 to the Administrative Agent no later than (i) a Conversion Notice 11:00 A.M., New York City time, on the third Business Day prior to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such the date of Borrowing any proposed Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., New York City time, on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, (B) Type of, and Interest Period, if any, applicable to, the Standby Loans (or portions thereof) proposed to be Converted, (C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Standby Loans may be Converted on a notice that it elects to capitalize date other than the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 3.3(d) hereof unless2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the duration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one month's duration. If, on the date of any proposed Conversion, the Borrower shall have failed to fulfill any condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case of any such Borrowing of a Reference Rate Loanmay be, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR LoanABR Loans.

Conversions. Any Each US Borrower shall have the right, with respect to: (i) any Reference Rate Loanoption to convert, on any Business Day 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, (a “LIBOR Conversion Date”a) 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 convert the US Revolving Loans being converted and no such Reference Rate Loan 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, (b) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into US LIBOR Loan; Loans if no Default or Event of Default is in existence on the date of the conversion, (iic) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving unless the Administrative Agent written notice has otherwise agreed or has determined that the Syndication Date has occurred (at which time this clause (c) shall no longer be applicable ), prior to the Agency Services Address 60th day following the Effective Date, conversions of Base Rate Loans into US LIBOR Loans may only be made if any such conversion is effective on the first day of the first or second Interest Period referred to in clause (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”B) of Section 2.01(a)(ii) and so long as such selection conversion does not result in a greater number of Borrowings of LIBOR Loans prior to the 60th day after the Initial Borrowing Date than are permitted under Section 2.01(a)(ii), (d) no later conversion pursuant to this Section 2.06 shall result in a greater number of Borrowings of US LIBOR Loans than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense are permitted under Section 2.02 and (other than loss of margin or spreade) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with no event shall any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower US Revolving Loan be converted into any UK Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan. Each such conversion shall be deemed to have simultaneously delivered to 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 (i) a Conversion Notice to convert such Reference in the case of conversions of Base Rate Loan to a Loans into US LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is Loans, three (3) Business Days after such date of Borrowing Days’ prior notice and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, 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 Borrowing proposed conversion affecting any of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanits Revolving Loans.

Conversions. Any Borrower So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Co-Borrowers shall have the right, with respect to: option to (i) convert at any Reference Rate Loantime all or a portion, on equal to at least the Minimum Borrowing Amount and multiples thereof, of any Business Day outstanding (a “LIBOR Conversion Date”), to convert such Reference A) Prime Rate Loan to a LIBOR Eurodollar Loan; , or (B) Eurodollar Loan to a Prime Rate Loan, subject to payment of Eurodollar Loan breakage costs in accordance with Section 1.10(b) if such conversion is made prior to the expiration of the Eurodollar Interest Period applicable thereto, or (ii) continue all or any LIBOR portion of any Loan denominated as a Eurodollar Loan upon the expiration of the applicable Eurodollar Interest Period and the succeeding Eurodollar Interest Period of that continued Loan shall commence on the last day of the Eurodollar Interest Period of the Loan to be continued, 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 Minimum Borrowing Amount and (ii) no conversion pursuant to this Section 1.6 shall result in US Dollars, a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.3(b). Any such election must be made by 11:00 a.m. (New York time) on any the third (3rd) Business Day prior to (a “Reference Rate Conversion Date”)1) the end of each Eurodollar Interest Period with respect to any Eurodollar Loans to be continued as such, or (2) the date on which Co-Borrowers wish to convert such LIBOR any Prime Rate Loan to a Reference Rate Loan; Eurodollar Loan for a Eurodollar Interest Period designated by Co-Borrowers in such election or (iii3) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based the date on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), which Co-Borrowers wish to convert such any Eurodollar Loan to a LIBOR Prime Rate Loan. If no election is received with respect to a Eurodollar Loan bearing interest based by 11:00 a.m. (New York time) on Daily LIBOR; provided the third (3rd) Business Day prior to the end of the Eurodollar Interest Period with respect thereto (or if a Default or an Event of Default shall have occurred and be continuing or the additional conditions precedent set forth in Section 2.2 shall not have been satisfied), that Eurodollar Loan shall be converted to a Prime Rate Loan at the applicable Borrower shallend of its Eurodollar Interest Period. Cigar, on behalf of the Co-Borrowers, must make such Conversion Date, make the payments required election by Section 4.6 hereof, if any, in either case, by giving the written notice (a "Notice of Conversion/Continuation") to Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan1.6.

Conversions. Any (A) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to l. convert ABR Advances comprising all or a portion of Loans to Eurodollar Advances and m. continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (if confirmed in writing promptly thereafter)a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice C, shall be revocableirrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section in whole or in part, provided that the Borrowers amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 and having the same Interest Period as such first Eurodollar Advance, shall indemnify each Lender against any loss or expense equal the Minimum Amount. (other than loss of margin or spreadB) actually incurred by such Lender, either directly or indirectly. Notwithstanding anything in this Agreement to the foregoingcontrary, upon the Borrowing occurrence and during the continuance of each Reference Rate Loan hereunder (including, for the avoidance an Event of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)Default, the applicable Borrower shall be deemed have no right to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice elect to convert such Reference Rate Loan any existing ABR Advance to a LIBOR Loan bearing interest based new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date pursuant then current Interest Period applicable to Section 3.3(dsuch Eurodollar Advance. (C) hereof unlessEach conversion or continuation shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, in as the case of may be, to its Advances (or portion thereof) being converted (it being understood that any such Borrowing conversion or continuation shall not constitute a borrowing for purposes of a Reference Rate LoanSections 4, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan5 or 6).

Conversions. Any 1. The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than election, specifying the Specified Timeamount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. Each Conversion Notice shall be revocableIn addition, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred Borrower may elect from time to time to convert a. ABR Advances to Eurodollar Advances and b. Eurodollar Advances to new Eurodollar Advances by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubtselecting a new Interest Period therefor, in connection with any Borrowing related to each case by giving the drawing under a Letter Agent at least three Business Days' prior irrevocable notice of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount PLUS a whole multiple of $100,000 in excess thereof. 2. Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the applicable Borrower provides notice in the related Request for Borrowing that they shall have no right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate Loan into event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. 3. Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing for purposes of Sections 4, 5 or 6).

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference one or more Eurodollar Advances to Base Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, Advances by giving the Administrative Agent written at least three (3) Business Days prior irrevocable notice of such election, specifying the amount to be converted, provided that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert Base Rate Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three (3) Business Days prior irrevocable notice of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, Eurodollar Advances, specifying (if confirmed in writing promptly thereafter)i) the amount to be so converted or continued and the Interest Period relating thereto and (ii) provided, Loans consisting of Eurodollar Advances shall be limited to not more than twelve (12) different maturities at any time, provided, further that any such conversion of Base Rate Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (a "Notice of Conversion") shall be substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice C, shall be revocableirrevocable and shall be given by facsimile (confirmed promptly, and in any event within five (5) Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the Borrowers amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 and having the same Interest Period as such first Eurodollar Advance, shall indemnify each Lender against any loss or expense equal the Minimum Borrowing Amount. (other than loss of margin or spreadb) actually incurred by such Lender, either directly or indirectly. Notwithstanding anything in this Agreement to the foregoingcontrary, upon the Borrowing occurrence and during the continuance of each Reference Rate Loan hereunder (including, for the avoidance an Event of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)Default, the applicable Borrower shall be deemed have no right to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice elect to convert such Reference any existing Base Rate Loan Advance to a LIBOR Loan bearing interest based new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all Base Rate Advances shall be automatically continued as Base Rate Advances and all Eurodollar Advances shall be automatically converted to Base Rate Advances on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date pursuant current Interest Period applicable to Section 3.3(dsuch Eurodollar Advance. (c) hereof unlessEach conversion or continuation shall be effected by each Lender by applying the proceeds of its new Base Rate Advance or Eurodollar Advance, in as the case of may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a Borrowing for purposes of a Reference Rate LoanArticles 4, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan5 or 6).

Conversions. Any Borrower (a) During the period beginning on the date hereof and ending on May 10, 2015 (the “Extension Period”), Lender shall have the rightright to convert up to $150,000.00 of the outstanding balance of the Note into shares of Debtor’s common stock (the “Conversion Shares”). (b) Lender may elect to make such a conversion (each, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion DateConversion”), to convert such Reference Rate Loan to ) by delivering a LIBOR Loan; (ii) any LIBOR Loan denominated conversion notice in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto as Exhibit A to Debtor (a “Conversion Notice”) of such selection no later than the Specified Time). Each Debtor agrees to deliver Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss Shares on or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related prior to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date date that is three (3) Business Days business days after such date delivery of Borrowing a Conversion Notice (the “Delivery Deadline”). For the avoidance of doubt, Debtor further agrees that it will honor any Conversion Notice delivered during the Extension Period, even if delivered on the final day thereof. When a Conversion Notice or other notice hereunder is deemed to be delivered shall be governed by the terms of Section 7.8 of the Purchase Agreement. (c) The conversion price per share (the “Conversion Price”) for each Conversion shall be the lower of (i) $0.25, and (ii) 75% of the lowest daily volume weighted average price per share of Debtor’s common stock (as reported by Bloomberg, L.P.) during the five (5) business days immediately prior to the date of the applicable Conversion. Notwithstanding the foregoing, the Conversion Price shall be subject to a conversion floor of $0.15 per share (the “Conversion Floor”). If Lender submits a Conversion Notice with a Conversion Price less than the Conversion Floor, then Debtor shall, within two (2) business days of Lender’s delivery of such Conversion Notice, notify Lender in writing of its election to either (i) pay the conversion amount in cash, or (ii) waive the Conversion Floor and deliver the Conversion Shares. On or prior to the Delivery Deadline, Debtor shall pay the aggregate Conversion Price in cash or deliver the applicable Conversion Shares, as the case may be. If Debtor fails to deliver a notice that it as required pursuant to this Section 4(c), then Debtor shall be deemed to have elected to have waived the Conversion Floor and will be required to deliver the applicable Conversion Shares on or before the Delivery Date. (d) If Debtor elects or is deemed to capitalize have elected to deliver Conversion Shares and fails to deliver Conversion Shares on or prior to the interest due on such Reference Rate Loan as Delivery Deadline, a late fee equal to the greater of (a) $500.00 and (b) 2% of the related LIBOR Conversation Date applicable Conversion Share Value (as defined below) rounded to the nearest multiple of $100.00 will be assessed for each day after the Delivery Deadline until Conversion Share delivery is made; and such late fee will be added to the outstanding balance of the Note (such fees, the “Conversion Delay Late Fees”), provided, however, that in no event will the cumulative amount of any Conversion Delay Late Fees for each Conversion exceed 100% of the applicable Conversion Share Value. For illustration purposes only, if Lender delivers a Conversion Notice to Debtor pursuant to Section 3.3(d) hereof unlesswhich Debtor is required to deliver 100,000 Conversion Shares to Lender and on the Delivery Deadline such Conversion Shares have a Conversion Share Value of $20,000.00 (assuming a Closing Trade Price on the Delivery Deadline of $0.20 per share of common stock), then in such event a Conversion Delay Late Fee in the case amount of any $500.00 per day (the greater of $500.00 per day and $20,000.00 multiplied by 2%, which is $400.00) would be added to the outstanding balance of the Note until such Borrowing Conversion Shares are delivered to Lender. For purposes of a Reference Rate Loanthis example, if the Conversion Shares are delivered to Lender twenty (20) days after the applicable Delivery Deadline, the total Conversion Delay Late Fees that would be added to the outstanding balance would be $10,000.00 (20 days multiplied by $500.00 per day). If the Conversion Shares are delivered to Lender one hundred (100) days after the applicable Borrower provides notice in Delivery Deadline, the related Request for Borrowing total Conversion Delay Late Fees that they elect not would be added to convert such Reference Rate Loan into a LIBOR Loanthe outstanding balance of the Note would be $20,000.00 (100 days multiplied by $500.00 per day, but capped at 100% of the Conversion Share Value). For purposes of this Amendment, “Conversion Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion multiplied by the volume weighted average price per share on the applicable Delivery Deadline.

Conversions. Any (a) Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall have be irrevocable, specifying the rightamount to be converted, with respect to: PROVIDED THAT any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) any Reference Rate Loan, on any Business Day (a “convert ABR Advances to LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, PROVIDED THAT any such conversion of ABR Advances to LIBOR Advances shall only be made on a notice that it elects Business Day and any such conversion of LIBOR Advances to capitalize new LIBOR Advances shall only be made on the interest due last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, PROVIDED THAT the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such Reference Rate Loan as date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, $100,000 in the case of any such Borrowing of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanexcess thereof.

Conversions. Any (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Agent at least three Business Days' prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall have only be made on the rightlast day of the Interest Period applicable thereto. In addition, with respect to: the Borrower may elect from time to time to convert (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), ABR Advances to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing con version of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within three Business Days, by the delivery to the Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the applicable Borrower provides notice in the related Request for Borrowing that they shall have no right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate Loan into event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing for purposes of Section 4 or 5).

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than election, specifying the Specified Timeamount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)In addition, the applicable Borrower shall be deemed may elect from time to have simultaneously delivered time to the Administrative Agent convert (i) a Conversion Notice ABR Advances to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.4 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $2,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Advance may be converted to or continued as a Eurodollar Advance and (ii) unless repaid, each Eurodollar Advance shall be converted to an ABR Advance at the end of the Interest Period applicable Borrower provides notice in thereto. (c) Each conversion shall be effected by each Lender by applying the related Request proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a borrowing for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan.purposes of Sections 4, 5 or 6). - 33 - Credit Agreement ----------------

Conversions. Any (a) Subject to Section 2.7 and provided that the Borrower has, by giving notice to the Administrative Agent, requested the Lenders to convert all or a portion of an outstanding Loan of a particular type into another type of Loan, the Lenders shall, on the date of conversion, continue to extend credit to the Borrower by way of the type of Loan into which the outstanding Loan or a portion thereof is converted (without the same constituting a further advance of funds to the Borrower) in the aggregate principal amount equal to the principal amount of the outstanding Loan or the portion thereof which is being converted; provided that in respect of conversions of a Loan or any portion thereof denominated in one currency to a Loan or any portion thereof denominated in another currency, the Borrower shall have at the righttime of such conversion repay the Loan or portion thereof being converted in the currency in which it was denominated. (b) To make an election pursuant to this Section 2.9, the Borrower shall notify the Administrative Agent of such election by delivering a written notice by the time that a request would be required under Sections 2.2 and 2.3 if the Borrower was requesting a Loan of the type resulting from such election to be made on the effective date of such election. Each request for a conversion shall be irrevocable. (c) Each request for a conversion shall specify the following information in compliance with respect to: Sections 2.2 and 2.3: (i) any Reference whether an outstanding Loan is to be converted and, if an outstanding Loan is to be converted, the type of Loan to be converted; (ii) the principal amount of the Loan or the portion thereof which is to be converted; (iii) the effective date of the election made pursuant to such request for a conversion, which shall be a Business Day; (iv) whether the resulting Borrowing is to be a SOFR Loan, US Prime Rate Loan, on any Business Day (a “LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Canadian Prime Rate Loan, a Term ▇▇▇▇▇ Borrowing or a Daily Compounded ▇▇▇▇▇ Borrowing; or and (iiiv) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than if the resulting Borrowing is to be a LIBOR Loan bearing interest based on Daily LIBOR)SOFR Loan, on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mailTerm ▇▇▇▇▇ Borrowing, or by telephone (if confirmed in writing promptly thereafter)) substantially in Daily Compounded ▇▇▇▇▇ Loan, the form of Exhibit G attached hereto (a “Conversion Notice”) of Interest Period to be applicable thereto after giving effect to such selection no later than the Specified Time. Each Conversion Notice election, which shall be revocablea period contemplated by the definition of the term “Interest Period”. (vi) If any such request for a conversion requests a Term ▇▇▇▇▇ Borrowing but does not specify an Interest Period, provided that then the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to selected an Interest Period of one (1) months’ duration. (d) Promptly following receipt of a request for a conversion in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of such ▇▇▇▇▇▇’s portion of each resulting Loan. (ie) If the Borrower specifies in the request for a Conversion Notice conversion an effective date for an election made pursuant to convert such Reference Rate Loan to request for a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date conversion that is three a day other than the last day of the applicable Interest Period, the Borrower shall be required to pay to the Lenders breakage fees in accordance with the terms of this Agreement. (3f) Business Days after In the event of any conversion of any SOFR Loan, Term ▇▇▇▇▇ Loan or Daily Compounded ▇▇▇▇▇ Loan, as applicable, prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date conversion, together with any breakage fees payable pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanthis Agreement.

Conversions. Any The Borrower shall have the right, with respect to: (i) any Reference Rate Loanoption to convert, on any Business Day Day, all or a portion equal to at least the 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) except as otherwise provided in Section 2.11(b) or unless the Borrower complies with the provisions of Section 2.12, LIBOR Conversion Date”), Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to convert the Loans being converted and no such Reference Rate Loan partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a LIBOR Loan; single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) any upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Significant Event of Default, Base Rate Loans may only be converted into LIBOR Loan denominated in US DollarsLoans, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or and (iii) any Reference Rate Loan or no conversion pursuant to this Section 2.07 shall result in a greater number of Borrowings of LIBOR Loan denominated in US Dollars (other Loans than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert is permitted under Section 2.02. Each such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that conversion shall be effected by the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address Notice Office prior to 1:00 p.m. (which New York City time) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice may be via faxand (y) in the case of conversions of LIBOR Loans into Base Rate Loans, electronic mailone Business Day’s prior notice (each, or by telephone (if confirmed a “Notice of Conversion/Continuation”), in writing promptly thereafter)) each case substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of H, appropriately completed to specify the Term Loans to be so converted, the Borrowing or Borrowings pursuant to which such selection no later than Loans were incurred and, if to be converted into LIBOR Loans, the Specified TimeInterest Period to be initially applicable thereto. Each Conversion Notice The Administrative Agent shall be revocable, provided that the Borrowers shall indemnify give each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a prompt notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, in the case of any such Borrowing proposed conversion affecting any of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanits Loans.

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required ABR Advances by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered delivering to the Administrative Agent by facsimile a Notice of Conversion (iconfirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower) at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion shall only be made on a Conversion Notice Business Day and on the last day of the Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert ABR Advances to Eurodollar Advances or existing Eurodollar Advances to new Eurodollar Advances by delivering to the Administrative Agent by facsimile a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower) at least three Business Days' prior irrevocable notice of such Reference Rate Loan election, specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such conversion shall only be made on a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlessDay and, in the case of existing Eurodollar Advances being converted to new Eurodollar Advances, on the last day of the Eurodollar Interest Period applicable thereto. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.5 and having the same Eurodollar Interest Period as such first Eurodollar Advance, shall equal no less than $5,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such Borrowing conversion shall not constitute a borrowing for purposes of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR LoanSections 4 or 6).

Conversions. Any (a) Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more LIBOR Advances to ABR Advances by submitting a duly executed Notice of Conversion to the Bank at least one Business Day prior to such election, which notice shall have be irrevocable, specifying the rightamount to be converted, with respect to: PROVIDED THAT any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) any Reference Rate Loan, on any Business Day (a “convert ABR Advances to LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by giving the Bank at least three Business Days' prior irrevocable notice of such election, specifying the amount to be so converted and the initial Interest Period relating thereto, PROVIDED THAT any such conversion of ABR Advances to LIBOR Advances shall only be made on a notice that it elects Business Day and any such conversion of LIBOR Advances to capitalize new LIBOR Advances shall only be made on the interest due last day of the Interest Period applicable to the LIBOR Advances which are to be converted to such new LIBOR Advances. Advances may be converted pursuant to this Section in whole or in part, PROVIDED THAT the amount to be converted to a LIBOR Advance, when aggregated with any LIBOR Advance to be made on such Reference Rate Loan as date in accordance with Section 2.5(a) and having the same Interest Period, shall be $500,000 or a whole multiple of $100,000 in excess thereof. (b) Upon the occurrence and during the continuance of a Default or an Event of Default, all LIBOR Advances shall be automatically converted to ABR Advances on the last day of the related applicable Interest Period. (c) Each conversion shall be effected by the Bank by applying the proceeds of the new ABR Advance or LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlessAdvance, in as the case may be, to the Advances (or portion thereof) being converted. Any such conversion shall not constitute a borrowing for purposes of any such Borrowing Section 6. (d) If the Borrower shall have failed to elect to continue a LIBOR Advance as a new LIBOR Advance prior to the expiration of a Reference Rate Loanits Interest Period, the applicable Borrower provides notice in amount of the related Request for Borrowing that they elect not Loan represented by such Advance shall be automatically converted to convert such Reference Rate Loan into a LIBOR Loanan ABR Advance at the expiration of its Interest Period.

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (if confirmed in writing promptly thereafter)a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice C, shall be revocable, provided that ir- (b) Notwithstanding anything in this Agreement to the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoingcontrary, upon the Borrowing occurrence and during the continuance of each Reference Rate Loan hereunder (including, for the avoidance an Event of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)Default, the applicable Borrower shall be deemed have no right to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice elect to convert such Reference Rate Loan any existing ABR Advance to a LIBOR Loan bearing interest based new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date pursuant Interest Period applicable to Section 3.3(dsuch Eurodollar Advance. (c) hereof unlessEach conversion or continuation shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, in as the case of may be, to its Advances (or portion thereof) being converted (it being understood that any such Borrowing conversion or continuation shall not constitute a borrowing for purposes of a Reference Rate LoanArticles 4, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan5 or 6).

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Revolving Loans to Eurodollar Advances and (ii) continue Eurodollar Advances as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be continued as such new Eurodollar Advances. Each such notice (if confirmed in writing promptly thereafter)a Notice of Conversion,) shall be substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice C, shall be revocableirrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the Borrowers amount to be converted to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.2 and having the same Interest Period as such first Eurodollar Advance, shall indemnify each Lender against any loss or expense equal the Minimum Amount. (other than loss of margin or spreadb) actually incurred by such Lender, either directly or indirectly. Notwithstanding anything in this Agreement to the foregoingcontrary, upon the Borrowing occurrence and during the continuance of each Reference Rate Loan hereunder (including, for the avoidance an Event of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)Default, the applicable Borrower shall be deemed have no right to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice elect to convert such Reference Rate Loan any existing ABR Advance to a LIBOR Loan bearing interest based new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date pursuant current Interest Period applicable to Section 3.3(dsuch Eurodollar Advance. (c) hereof unlessEach conversion or continuation shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, in as the case of may be, to its Advances (or portion thereof) being converted (it being understood that any such Borrowing conversion or continuation shall not constitute a borrowing for purposes of a Reference Rate LoanArticles 4, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan5 or 6).

Conversions. Any The Borrower shall have may from time to time Convert any Standby Loan (or portion thereof) of any Type to one or more Standby Loans of the right, with respect to: same or any other Type by delivering (iby hand delivery or telecopier) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on request for such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered A-6 to the Administrative Agent no later than (i) a Conversion Notice 11:00 A.M., New York City time, on the third Business Day prior to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such the date of Borrowing any proposed Conversion into a Eurodollar Standby Loan and (ii) 11:00 A.M., New York City time, on the day of any proposed Conversion into an ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, (B) Type of, and Interest Period, if any, applicable to, the Standby Loans (or portions thereof) proposed to be Converted, (C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Standby Loans may be Converted on a notice that it elects to capitalize date other than the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 3.3(d) hereof unless2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the duration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one months' duration. If, on the date of any proposed Conversion, the Borrower shall have failed to fulfill any condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case of any such Borrowing of a Reference Rate Loanmay be, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR LoanABR Loans.

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required ABR Advances by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered delivering to the Administrative Agent by facsimile a Notice of Conversion (iconfirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower) at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion shall only be made on a Conversion Notice Business Day and on the last day of the Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert ABR Advances to Eurodollar Advances or existing Eurodollar Advances to new Eurodollar Advances by delivering to the Administrative Agent by facsimile a Notice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower) at least three Business Days' prior irrevocable notice of such Reference Rate Loan election, specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such conversion shall only be made on a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlessDay and, in the case of existing Eurodollar Advances being converted to new Eurodollar Advances, on the last day of the Eurodollar Interest Period applicable thereto. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.5 and having the same Eurodollar Interest Period as such first Eurodollar Advance, shall equal no less than $5,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such Borrowing conversion shall not constitute a borrowing for purposes of a Reference Rate LoanSections 4, the applicable Borrower provides notice in the related Request for Borrowing that they elect 5 or 6). (d) Competitive Bid Loans may not to convert such Reference Rate Loan into a LIBOR Loanbe converted.

Conversions. Any (a) The Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more Eurodollar Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one Business Day's prior irrevocable notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than election, specifying the Specified Timeamount to be converted, provided, that any such conversion of Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable thereto. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)In addition, the applicable Borrower shall be deemed may elect from time to have simultaneously delivered time to the Administrative Agent convert (i) a Conversion Notice ABR Advances to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Eurodollar Interest Period therefor, in each case by giving the Administrative Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Eurodollar Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Administrative Agent of a Notice of Conversion manually signed by the Borrower). The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 and having the same Eurodollar Interest Period as such first Eurodollar Advance, shall equal no less than $2,500,000 or such amount plus a whole multiple of $500,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the applicable Borrower provides notice in the related Request for Borrowing that they shall have no right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate Loan into event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Eurodollar Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing for purposes of Articles 4, 5 or 6). (d) Competitive Bid Loans may not be converted.

Conversions. Any (a) The Administrative Borrower shall have the right, with respect to: (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), may elect from time to time to convert such Reference Rate Loan one or more LIBOR Advances to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, ABR Advances by giving the Administrative Agent written at least one (1) Business Day’s prior irrevocable notice of such election, specifying the amount to be converted, provided that any such conversion of LIBOR Advances shall only be made on the last day of the Interest Period applicable thereto, unless the Borrowers pay to the Administrative Agent for the account of the Credit Parties all amounts due on such converted LIBOR Advance under Section 3.5. In addition, the Administrative Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by selecting a new Interest Period therefor and by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable notice of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, LIBOR Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such continuation of LIBOR Advances as new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be continued as such new LIBOR Advances, unless the Borrowers pay to the Administrative Agent for the account of the Credit Parties all amounts due on such continued LIBOR Advance under Section 3.5. Each such notice (if confirmed in writing promptly thereafter)a “Notice of Continuation/Conversion”) shall be substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice C, shall be revocableirrevocable and shall be given by facsimile or email by the Administrative Borrower. The Administrative Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the Borrowers amount to be converted to, or continued as, each LIBOR Advance, when aggregated with any LIBOR Advance to be made on such date in accordance with Section 2.2 and having the same Interest Period as such first LIBOR Advance, shall indemnify each Lender against any loss equal or expense exceed the Minimum Borrowing Amount. (other than loss of margin or spreadb) actually incurred Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed by such Lender, either directly or indirectly. Notwithstanding the foregoingAdministrative Agent, upon the Borrowing occurrence and during the continuance of each Reference Rate Loan hereunder (including, for the avoidance an Event of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)Default, the applicable Administrative Borrower shall be deemed have no right to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice elect to convert such Reference Rate Loan any existing ABR Advance to a new LIBOR Loan bearing interest based Advance or to continue any existing LIBOR Advance as a new LIBOR Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all LIBOR Advances shall be automatically converted to ABR Advances on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as last day of the related current Interest Period applicable to such LIBOR Conversation Date pursuant to Section 3.3(dAdvance. (c) hereof unlessEach conversion or continuation shall be effected by each Lender by applying the proceeds of its new ABR Advance or LIBOR Advance, in as the case of may be, to its Advances (or portion thereof) being converted or continued (it being understood that any such Borrowing conversion or continuation shall not constitute a new borrowing for purposes of a Reference Rate LoanArticle 4, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan5 or 6).

Conversions. Any (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Agent at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, that any such conversion of Eurodollar Advances shall have only be made on the rightlast day of the Interest Period applicable thereto. In addition, with respect to: the Borrower may elect from time to time to convert (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), ABR Advances to convert such Reference Rate Loan to a LIBOR Loan; (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the foregoing, upon the Borrowing of each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof), the applicable Borrower shall be deemed to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent at least three Business Days' prior irrevocable notice that it elects to capitalize the interest due on of such Reference Rate Loan as of the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unlesselection, in the case of a conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such Borrowing conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion of Eurodollar Advances to new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Reference Rate LoanNotice of Conversion (confirmed promptly, and in any event within five Business Days, by the delivery to the Agent of a Notice of Conversion manually signed by the Borrower). The Agent shall promptly provide the Lenders with notice of each such election. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted to each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $2,000,000 or such amount plus a whole multiple of $500,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the applicable Borrower provides notice in the related Request for Borrowing that they shall have no right to elect not to convert any existing ABR Advance to a new Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar Advance. In such Reference Rate Loan into event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a LIBOR Loanborrowing for purposes of Sections 4, 5 or 6).

Conversions. Any (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to Federal Fund Advances by giving the Bank at least one Business Day's prior irrevocable notice of such election, specifying the amount to be converted, provided that any such conversion of Eurodollar Advances shall have only be made on the rightlast day of the Interest Period applicable thereto. In addition, with respect to: the Borrower may elect from time to time to (i) any Reference Rate Loan, on any Business Day (a “LIBOR Conversion Date”), convert Federal Fund Advances to convert such Reference Rate Loan to a LIBOR Loan; Eurodollar Advances and (ii) any LIBOR Loan denominated in US Dollars, on any Business Day (continue Eurodollar Advances as new Eurodollar Advances by selecting a “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if anynew Interest Period therefor, in either case, each case by giving the Administrative Agent written Bank at least three Business Days' prior irrevocable notice at of such election, in the Agency Services Address (which notice may be via fax, electronic mailcase of a conversion to, or by telephone continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of Federal Fund Advances to Eurodollar Advances shall only be made on a Business Day and any such continuation of Eurodollar Advances as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances that are to be continued as such new Eurodollar Advances. Each such notice (if confirmed in writing promptly thereafter)a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice E, shall be revocableirrevocable and shall be given by facsimile (confirmed promptly, and in any event within five Business Days, by the delivery to the Bank of a Notice of Conversion manually signed by the Borrower). Advances may be converted or continued pursuant to this paragraph in whole or in part, provided that the Borrowers amount to be converted to, or continued as, a Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with paragraph 2.3 and having the same Interest Period as such first Eurodollar Advance, shall indemnify each Lender against any loss or expense equal the Minimum Amount. (other than loss of margin or spreadb) actually incurred by such Lender, either directly or indirectly. Notwithstanding anything in this Agreement to the foregoingcontrary, upon the Borrowing occurrence and during the continuance of each Reference Rate Loan hereunder (including, for the avoidance an Event of doubt, in connection with any Borrowing related to the drawing under a Letter of Credit under Section 2.8(g) hereof)Default, the applicable Borrower shall be deemed have no right to have simultaneously delivered to the Administrative Agent (i) a Conversion Notice elect to convert such Reference Rate Loan any existing Federal Fund Advance to a LIBOR Loan bearing interest based new Eurodollar Advance or to continue any existing Eurodollar Advance as a new Eurodollar Advance. In such event, all Federal Fund Advances shall be automatically continued as Federal Fund Advances and each Eurodollar Advance shall be automatically converted to Federal Fund Advances on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of Borrowing and (ii) a notice that it elects to capitalize the interest due on such Reference Rate Loan as last day of the related LIBOR Conversation Date pursuant Interest Period applicable to Section 3.3(dsuch Eurodollar Advance. (c) hereof unlessEach conversion or continuation shall be effected by the Bank by applying the proceeds of its new Federal Fund Advance or Eurodollar Advance, in as the case of may be, to its Advances (or portion thereof) being converted (it being understood that any such Borrowing conversion or continuation shall not constitute a borrowing for purposes of a Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loanparagraphs 4 or 6).