Common use of Conversions Clause in Contracts

Conversions. (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 only be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) ABR Advances to 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 of such election, 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 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 Notice 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 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 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 borrowing for purposes of Section 4 or 5).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three one Business Days' 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 convert (i) ABR Advances to 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 of such election, 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 con version 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 Notice of Conversion (confirmed promptly, and in any event within three 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 2.4 and having the same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 2,000,000 or such amount plus a whole multiple of $1,000,000 100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or if an Event of DefaultDefault has occurred and is continuing and the Administrative Agent, at the Borrower 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 have no right be converted to elect to convert any existing an 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 at the last day end of the Interest Period applicable to such Eurodollar Advancethereto. (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 borrowing for purposes of Section 4 Sections 4, 5 or 56).. - 33 - Credit Agreement ----------------

Conversions. (a) The Administrative Borrower may elect from time to time to convert one or more Eurodollar LIBOR Advances to ABR Advances by giving the Administrative Agent at least three one (1) Business Days' Day’s prior irrevocable notice of such election, specifying the amount to be converted, provided, provided that any such conversion of Eurodollar 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 convert (i) convert ABR Advances comprising all or a portion of Loans to Eurodollar LIBOR Advances and (ii) Eurodollar continue LIBOR Advances to as new Eurodollar Advances LIBOR Advances, in each case by selecting a new Interest Period therefor, in each case therefor and by giving the Administrative Agent at least three (3) Business Days' ’ prior irrevocable notice of such election, in the case of a conversion to Eurodollar to, or continuation of, LIBOR Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such con version conversion of ABR Advances to Eurodollar LIBOR Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar LIBOR Advances to as new Eurodollar LIBOR Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar LIBOR Advances which are to be converted to continued as such new Eurodollar 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 (a “Notice of Continuation/Conversion”) shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within three Business Days, facsimile or email by the delivery to the Agent of a Notice of Conversion manually signed 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 amount to be converted to to, or continued as, each Eurodollar LIBOR Advance, when aggregated with any Eurodollar LIBOR Advance to be made on such date in accordance with Section 2.3 2.2 and having the same Interest Period as such first Eurodollar LIBOR Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereofexceed the Minimum Borrowing Amount. (b) Notwithstanding anything in this Agreement to the contrary, unless otherwise agreed by the Administrative Agent, upon the occurrence and during the continuance of a Default or an Event of Default, the Administrative Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar LIBOR Advance or to convert continue any existing Eurodollar LIBOR Advance to as a new Eurodollar LIBOR Advance. In such event, all ABR Advances shall be automatically continued as ABR Advances and all Eurodollar LIBOR Advances shall be automatically converted to ABR Advances on the last day of the current Interest Period applicable to such Eurodollar LIBOR Advance. (c) Each conversion or continuation shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar LIBOR Advance, as the case may be, to its Advances (or portion thereof) being converted or continued (it being understood that any such conversion or continuation shall not constitute a new borrowing for purposes of Section 4 Article 4, 5 or 56).

Conversions. (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 one Business Days' 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 convert (i) ABR Advances to 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 of such election, 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 con version 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 Notice of Conversion (confirmed promptly, and in any event within three 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 2,000,000 or such amount plus a whole multiple of $1,000,000 500,000 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 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 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 borrowing for purposes of Section 4 Sections 4, 5 or 56).

Conversions. (a) The 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 three one Business Days' Day's prior irrevocable notice of such election, specifying the amount 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, the a Borrower may elect from time to time to convert its (i) ABR Advances to 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 of such election, 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 con version 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 Notice of Conversion (confirmed promptly, and in any event within three 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 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 same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $1,000,000 100,000 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 no Borrower shall have no any 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 Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying reflecting the proceeds Type of its Loan from the Advance being converted to the 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 purposes borrowing. Each conversion of Section 4 an Advance does not reflect a repayment of the converted Advance or 5)an additional borrowing, but a continuation of the original obligation in full force and effect.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three one Business Days' Day’s prior irrevocable notice of such election, specifying whether such Advances constitute Revolving Credit A or B (as applicable) Loans and 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 convert (i) ABR Advances to 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 of such election, 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 con version 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 facsimile of a Notice of Conversion (confirmed promptly, and in any event within three 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 AdvanceAdvance 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 2.3 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 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 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 borrowing for purposes of Section 4 Sections 4, 5 or 56).

Conversions. (a) The 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 three one Business Days' Day's prior irrevocable notice of such election, specifying the amount 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, the a Borrower may elect from time to time to convert its (i) ABR Advances to 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 of such election, 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 con version 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 Notice of Conversion (confirmed promptly, and in any event within three 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 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 same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $1,000,000 100,000 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 no Borrower shall have no any 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 Interest Period applicable to such Eurodollar Advance.to (c) Each conversion shall be effected by each Lender by applying reflecting the proceeds Type of its Loan from the Advance being converted to the 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 purposes borrowing. Each conversion of Section 4 an Advance does not reflect a repayment of the converted Advance or 5)an additional borrowing, but a continuation of the original obligation in full force and effect.

Conversions. (a) The Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more Eurodollar LIBOR Advances to ABR Advances by giving submitting a duly executed Notice of Conversion to the Agent Bank at least three one Business Days' Day prior irrevocable notice of to such election, which notice shall be irrevocable, specifying the amount to be converted, provided, that PROVIDED THAT any such conversion of Eurodollar 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 convert (i) convert ABR Advances to Eurodollar LIBOR Advances and (ii) Eurodollar continue LIBOR Advances to as new Eurodollar Advances by selecting a new Interest Period thereforLIBOR Advances, in each case by giving the Agent Bank at least three Business Days' prior irrevocable notice of such election, 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 PROVIDED THAT any such con version conversion of ABR Advances to Eurodollar LIBOR Advances shall only be made on a Business Day and any such conversion of Eurodollar LIBOR Advances to new Eurodollar LIBOR Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar LIBOR Advances which are to be converted to such new Eurodollar LIBOR Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice 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 PROVIDED THAT the amount to be converted to each Eurodollar a LIBOR Advance, when aggregated with any Eurodollar LIBOR Advance to be made on such date in accordance with Section 2.3 2.5(a) and having the same Interest Period as such first Eurodollar AdvancePeriod, shall equal no less than be $1,000,000 500,000 or such amount plus a whole multiple of $1,000,000 100,000 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 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 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 borrowing for purposes of Section 4 or 5).

Conversions. (a) The Borrower may elect from time to time shall have the option to convert on any Business Day all or a portion of the outstanding principal amount of ABR Advances (other than ABR Advances constituting Swing Line Loans), Eurodollar Advances or Alternate Currency Euro Advances into (i) in the case of an ABR Advance, one or more Eurodollar Advances to Advances, (ii) in the case of a Eurodollar Advance, one or more ABR Advances or one or (b) Each such conversion shall be effected by the Borrower by giving the Administrative Agent written notice at least three Business Days' prior irrevocable notice of such electionits office set forth in Section 11.2, 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 convert no later than (i) ABR Advances 2:00 p.m. four Business Days prior to Eurodollar Advances and the requested Conversion Date in the case of a conversion to Alternate Currency Euro Advances, (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent at least 2:00 p.m. three Business Days' Days prior irrevocable notice of such election, to the requested Conversion Date in the case of a conversion to Eurodollar Advances, specifying the amount ABR Advances, the Eurodollar Advances or the Alternate Currency Euro Advances to be so converted, the date of such conversion (which shall be a Business Day) and, if to be converted and the initial Interest Period relating thereto, provided that any such con version of ABR Advances to into 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 or Alternate Currency Euro Advances, the Interest Period applicable to the Eurodollar Advances which are to be converted to such new Eurodollar Advancesapplicable thereto. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within three 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 give each Lender prompt notice of each any such election. Advances may proposed conversion affecting any of its Loans. (c) If with respect to the expiration of an existing Interest Period for a Eurodollar Advance or an Alternate Currency Euro Advance the Borrower has failed to deliver a Notice of Conversion with respect thereto, such Borrower shall be converted pursuant deemed to this Section in whole or in part, provided that the amount to be converted to each have elected (i) if a Eurodollar Advance, when aggregated with any to convert such Eurodollar Advance to be made on such date in accordance with Section 2.3 an ABR Advance and having the same Interest Period as such first Eurodollar (ii) if an Alternate Currency Euro 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 Borrower shall have no right to elect to convert any existing ABR such Alternate Currency Euro Advance to a new Eurodollar Alternate Currency Euro Advance or to convert any existing Eurodollar Advance to with a new Eurodollar Advance. In such eventone month Interest Period, all ABR Advances shall be automatically continued in either case effective as ABR Advances and all Eurodollar Advances shall be automatically converted to ABR Advances on the last day of the expiration date of such existing Interest Period applicable to such Eurodollar AdvancePeriod. (cd) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance Eurodollar Advance, or Eurodollar Alternate Currency Euro 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 purposes of Section 4 Sections 4, 5 or 56).

Conversions. (aA) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three one Business Days' 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 convert (i) convert ABR Advances comprising all or a portion of Revolving Loans to Eurodollar Advances and (ii) continue Eurodollar Advances to 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 case of a conversion to to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such con version conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar Advances to 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 converted to continued as such new Eurodollar Advances. Each such notice (a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion facsimile (confirmed promptly, and in any event within three 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 to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 2.2 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 thereofthe Minimum Amount. (bB) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or 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 continue any existing Eurodollar Advance to 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 current Interest Period applicable to such Eurodollar Advance. (cC) Each conversion or continuation 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 or continuation shall not constitute a borrowing for purposes of Section 4 Articles 4, 5 or 56).

Conversions. (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 one Business Days' 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 convert (i) ABR Advances to 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 of such election, 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 con version 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 Notice of Conversion (confirmed promptly, and in any event within three 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 $1,000,000 500,000 or such amount plus a whole multiple of $1,000,000 100,000 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 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 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 borrowing for purposes of Section 4 Sections 4, 5 or 56).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three one Business Days' 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 Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) ABR Advances to 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 of such election, in the case of a conversion to Eurodollar Advances, Advances specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such con version 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 con verted to such new Eurodollar Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within three 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 electionelec tion. Advances may be converted pursuant to this Section in whole or in part, provided that the amount to be converted 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 $1,000,000 2,500,000 or such amount plus a whole multiple of $1,000,000 500,000 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 Borrower Bor rower 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 conversion shall not constitute a borrowing for purposes of Section 4 Sections 4, 5 or 56). (d) Competitive Bid Loans may not be converted.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving 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 one Business Days' 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 a 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 (i) ABR Advances to Eurodollar Advances and (ii) or existing Eurodollar Advances to new Eurodollar Advances by selecting delivering to the Administrative Agent by facsimile a new Interest Period thereforNotice of Conversion (confirmed promptly, and in each case any event within five Business Days, by giving 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 election, 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 con version of ABR Advances to Eurodollar Advances conversion shall only be made on a Business Day and any such conversion and, in the case of existing Eurodollar Advances being converted to new Eurodollar Advances shall only be made Advances, 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 Notice 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)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 2.3 2.5 and having the same Eurodollar Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 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 a Default or 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 conversion shall not constitute a borrowing for purposes of Section 4 Sections 4, 5 or 56). (d) Competitive Bid Loans may not be converted.

Conversions. So long as no Default or Event of Default shall have occurred and be continuing, and subject to the additional conditions precedent set forth in Section 2.2, Co-Borrowers shall have the option to (ai) The Borrower may elect from convert at any time all or a portion, equal to time to convert one or more Eurodollar Advances to ABR Advances by giving the Agent at least three Business Days' prior irrevocable notice the Minimum Borrowing Amount and multiples thereof, of such electionany outstanding (A) Prime Rate Loan to a Eurodollar Loan, specifying the amount or (B) Eurodollar Loan to be converteda Prime Rate Loan, provided, that any 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 Advances Interest Period applicable thereto, or (ii) continue all or any portion of any Loan as a Eurodollar Loan upon the expiration of the applicable Eurodollar Interest Period and the succeeding Eurodollar Interest Period of that continued Loan shall only be made commence on the last day of the Eurodollar Interest Period applicable thereto. In additionof the Loan to be continued, the Borrower may elect from time to time to convert provided, that (i) ABR Advances no partial conversion of Eurodollar Loans shall reduce the outstanding principal amount of such Eurodollar Loans made pursuant to Eurodollar Advances a single Borrowing to less than the Minimum Borrowing Amount 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 of such election, in the case of a no conversion to Eurodollar Advances, specifying the amount to be so converted and the initial Interest Period relating thereto, provided that any such 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 Notice 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 1.6 shall result in whole or in part, provided that 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 the amount third (3rd) Business Day prior to (1) the end of each Eurodollar Interest Period with respect to any Eurodollar Loans to be converted continued as such, or (2) the date on which Co-Borrowers wish to each convert any Prime Rate Loan to a Eurodollar Advance, when aggregated with Loan for a Eurodollar Interest Period designated by Co-Borrowers in such election or (3) the date on which Co-Borrowers wish to convert any Eurodollar Advance Loan to be made a Prime Rate Loan. If no election is received with respect to a Eurodollar Loan by 11:00 a.m. (New York time) on such date in accordance with Section 2.3 and having the same third (3rd) Business Day prior to the end of the Eurodollar Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 with respect thereto (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 if a Default or an Event of Default, the Borrower Default shall have no right to elect to convert any existing ABR Advance 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 new Prime Rate Loan at the end of its Eurodollar Advance or to convert any existing Eurodollar Advance to a new Eurodollar AdvanceInterest Period. In such eventCigar, 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 behalf of the Interest Period applicable Co-Borrowers, must make such election by written notice (a "Notice of Conversion/Continuation") to such Eurodollar AdvanceAdministrative Agent in the form of Exhibit 1.6. (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 borrowing for purposes of Section 4 or 5).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Agent Lender at least three one Business Days' 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 convert (i) convert ABR Advances to Eurodollar Advances and (ii) continue Eurodollar Advances to as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent Lender at least three Business Days' ’ prior irrevocable notice of such election, in the case of a conversion to to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such con version conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar Advances to 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 converted to continued as such new Eurodollar Advances. Each such notice (each a “Notice of Conversion”) shall be substantially in the form of Exhibit “D”, shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion facsimile (confirmed promptly, and in any event within three five Business Days, by the delivery to the Agent Lender 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 or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 2.2 hereof 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 thereofthe Minimum Amount. (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 Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert continue any existing Eurodollar Advance to 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. (c) Each conversion or continuation shall be effected by each the Lender by applying the proceeds of its the new ABR Advance or Eurodollar Advance, as the case may be, to its the Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing for purposes of Section Article 4 or 5hereof).

Conversions. (a) The Borrower 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 three one Business Days' Day's prior irrevocable notice of such election, specifying the amount 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, the any Borrower may elect from time to time to convert its (i) ABR Advances to 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 of such election, 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 con version 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 Notice of Conversion (confirmed promptly, and in any event within three 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 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 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 same Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 or such amount plus a whole multiple of $1,000,000 100,000 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 Borrower Borrowers shall not have no any 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 Interest Period applicable to such Eurodollar Advance. (c) Each conversion shall be effected by each Lender by applying reflecting the proceeds Type of its Loan from the Advance being converted to the 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 purposes borrowing. Each conversion of Section 4 an Advance does not reflect a repayment of the converted Advance or 5)an additional borrowing, but a continuation of the original obligation in full force and effect.

Conversions. (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 one Business Days' Day's prior irrevocable notice of such election, specifying the amount 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. In addition, the Borrower may elect from time to time to convert (i) ABR Advances to Eurodollar Advances and (ii) or to convert 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 of such election, 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 con version 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 Notice 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 any such election. ABR Advances and Eurodollar Advances may be converted pursuant to this Section in whole or in part, provided that the amount conversions of ABR Advances to be converted Eurodollar Advances, or Eurodollar Advances to each new 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 AdvanceAdvances, shall equal no less than be in an aggregate principal amount of $1,000,000 or such amount plus a whole multiple of $1,000,000 100,000 in excess thereof. (b) Notwithstanding anything in this Agreement Section to the contrary, upon the occurrence and during the continuance of a Default or an Event of Default, the Borrower shall have no right to elect to convert any existing ABR Advance may be converted to a new Eurodollar Advance, and no Eurodollar Advance or to convert any existing Eurodollar Advance may be converted to a new Eurodollar Advance, if a Default or Event of Default has occurred and is continuing either (i) at the time the Borrower shall notify the Agent of its election to convert or (ii) on the requested Conversion Date. In such event, all such ABR Advances Advance shall be automatically continued as an ABR Advances and all Advance or such Eurodollar Advances Advance shall be automatically converted to an ABR Advances 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 its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section 4 Sections 4, 5 or 56).

Conversions. Do not delete. This will not print. Schedule anchor. (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 each conversion of Eurodollar Advances 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 be made on the last day of the Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) ABR Advances to Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar relevant Contract Period; if less than all Advances by selecting a new Interest Period thereforway of Bankers’ Acceptances are converted, after the conversion not less than Cdn$[DELETION] [Amount deleted for confidentiality reasons] shall remain as Advances by way of Bankers’ Acceptance; (c) an Advance by way of SOFR Loan in each case by giving the Agent at least three Business Days' prior irrevocable notice of such election, in the case of a conversion to Eurodollar Advances, specifying the amount to US$ may be so converted and the initial Interest Period relating thereto, provided that any such 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 relevant Contract Period; if less than all Advances by way of SOFR Loan in US$ are converted, after the Eurodollar Advances which are to be converted to such new Eurodollar Advances. Each such notice conversion not less than US$[DELETION] [Amount deleted for confidentiality reasons] shall be irrevocable and shall be given remain as an Advance by the delivery by telecopy way of a Notice of Conversion SOFR Loan in US$; (confirmed promptlyd) notwithstanding any other term in this Agreement, and no Advance denominated 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 currency may be converted pursuant 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 this Section in whole or in part, provided the extent that the amount 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 converted continuing on the relevant Conversion Date or after giving effect to each Eurodollar Advance, when aggregated with any Eurodollar the conversion of the Advance to be made on such date in accordance with the Conversion Date. Notwithstanding the foregoing provisions of this Section 2.3 2.13, and having the same Interest Period as such first Eurodollar Advancesubject to Section 10.2, 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 if a Default or an Event of DefaultDefault has occurred and is continuing on the last day of a Contract Period, as regards a Bankers’ Acceptance or SOFR Loan, the Borrower shall be deemed to have no right to elect given notice to convert any existing ABR the Advance (a) in the case of a Bankers’ Acceptance, into a Prime Loan in an amount equal 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 the face amount of the Bankers’ Acceptance on the last day of the Interest Period applicable to such Eurodollar Advance. Contract Period, and (cb) Each conversion shall be effected by each Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as in the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion shall not constitute of a borrowing for purposes SOFR Loan into a USBR Loan on the last day of Section 4 or 5)the Contract Period.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Base Rate Advances by giving the Administrative Agent at least three (3) Business Days' Days prior irrevocable notice of such election, specifying the amount to be converted, provided, 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 convert (i) ABR convert Base Rate Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) continue Eurodollar Advances to 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' Days prior irrevocable notice of such election, in the case of a conversion to to, or continuation of, Eurodollar Advances, specifying (i) the amount to be so converted or continued and the initial Interest Period relating theretothereto and (ii) provided, 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 con version conversion of ABR Base Rate Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar Advances to 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 converted to continued as such new Eurodollar Advances. Each such notice (a "Notice of Conversion") shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion facsimile (confirmed promptly, and in any event within three 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 amount to be converted to to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 2.2 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 thereofthe Minimum Borrowing Amount. (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 Borrower shall have no right to elect to convert any existing ABR Base Rate Advance to a new Eurodollar Advance or to convert continue any existing Eurodollar Advance to as a new Eurodollar Advance. In such event, all ABR Base Rate Advances shall be automatically continued as ABR Base Rate Advances and all Eurodollar Advances shall be automatically converted to ABR Base Rate Advances on the last day of the current Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by each Lender by applying the proceeds of its new ABR Base Rate Advance or Eurodollar Advance, as the case may be, to its Advances (or portion thereof) being converted (it being understood that any such conversion or continuation shall not constitute a borrowing Borrowing for purposes of Section 4 Articles 4, 5 or 56).

Conversions. (a) The Provided no Default or Event of Default shall exist, the Borrower may elect from time to time to convert one or more Eurodollar LIBOR Advances to ABR Advances by giving submitting a duly executed Notice of Conversion to the Agent Bank at least three one Business Days' Day prior irrevocable notice of to such election, which notice shall be irrevocable, specifying the amount to be converted, provided, that PROVIDED THAT any such conversion of Eurodollar 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 convert (i) convert ABR Advances to Eurodollar LIBOR Advances and (ii) Eurodollar continue LIBOR Advances to as new Eurodollar Advances by selecting a new Interest Period thereforLIBOR Advances, in each case by giving the Agent Bank at least three Business Days' prior irrevocable notice of such election, 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 PROVIDED THAT any such con version conversion of ABR Advances to Eurodollar LIBOR Advances shall only be made on a Business Day and any such conversion of Eurodollar LIBOR Advances to new Eurodollar LIBOR Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar LIBOR Advances which are to be converted to such new Eurodollar LIBOR Advances. Each such notice shall be irrevocable and shall be given by the delivery by telecopy of a Notice 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 PROVIDED THAT the amount to be converted to each Eurodollar a LIBOR Advance, when aggregated with any Eurodollar LIBOR Advance to be made on such date in accordance with Section 2.3 2.5(a) and having the same Interest Period as such first Eurodollar AdvancePeriod, shall equal no less than be $1,000,000 500,000 or such amount plus a whole multiple of $1,000,000 100,000 in excess thereof. (b) Notwithstanding anything in this Agreement to the contrary, upon Upon the occurrence and during the continuance of a Default or 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 LIBOR Advances shall be automatically converted to ABR Advances on the last day of the applicable Interest Period applicable to such Eurodollar AdvancePeriod. (c) Each conversion shall be effected by each Lender the Bank by applying the proceeds of its the new ABR Advance or Eurodollar LIBOR Advance, as the case may be, to its the Advances (or portion thereof) being converted (it being understood that any converted. Any such conversion shall not constitute a borrowing for purposes of Section 4 or 5)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 its Interest Period, the amount of the Loan represented by such Advance shall be automatically converted to an ABR Advance at the expiration of its Interest Period.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three one Business Days' 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 convert (i) convert ABR Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) continue Eurodollar Advances to 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 case of a conversion to to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such con version conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar Advances to 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 converted to continued as such new Eurodollar Advances. Each such notice (a "NOTICE OF CONVERSION") shall be irrevocable and substantially in the form of Exhibit C, shall be given by the delivery by telecopy of a Notice 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.ir- (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 Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert continue any existing Eurodollar Advance to 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. (c) Each conversion or continuation 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 or continuation shall not constitute a borrowing for purposes of Section 4 Articles 4, 5 or 56).

Conversions. (a) 1. 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 one Business Days' 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 convert (i) a. ABR Advances to Eurodollar Advances and (ii) b. 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 of such election, 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 con version 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 Notice of Conversion (confirmed promptly, and in any event within three 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 PLUS a whole multiple of $1,000,000 100,000 in excess thereof. (b) 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 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 Interest Period applicable to such Eurodollar Advance. (c) 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 borrowing for purposes of Section 4 Sections 4, 5 or 56).

Conversions. (aA) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three one Business Days' 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 (i) ABR Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) m. continue Eurodollar Advances to 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 case of a conversion to to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such con version conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar Advances to 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 converted to continued as such new Eurodollar Advances. Each such notice (a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion facsimile (confirmed promptly, and in any event within three 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 amount to be converted to to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 2.2 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 thereofthe Minimum Amount. (bB) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or 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 continue any existing Eurodollar Advance to 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 then current Interest Period applicable to such Eurodollar Advance. (cC) Each conversion or continuation 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 or continuation shall not constitute a borrowing for purposes of Section 4 Sections 4, 5 or 56).

Conversions. (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 one Business Days' Day's prior irrevocable notice of such election, specifying the amount 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. In addition, the Borrower may elect from time to time to convert (i) ABR Advances to Eurodollar Advances and (ii) or to convert Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent at least three two Business Days' prior irrevocable notice of such election, 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 con version 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 conversion notice shall must be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within three Business Days, by the delivery delivered to the Agent prior to 12:00 noon, in the case of a Notice conversions to Eurodollar Advances, and 11:00 A.M., in the case of Conversion manually signed conversions to ABR Advances, on the Business Day required by this Section for the Borrower)delivery of such notices to the Agent. The Agent shall promptly provide the Lenders with notice of each any such election. ABR Advances and Eurodollar Advances may be converted pursuant to this Section in whole or in part, provided that the amount conversions of ABR Advances to be converted Eurodollar Advances, or Eurodollar Advances to each new 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 AdvanceAdvances, shall equal no less than be in an aggregate principal amount of $1,000,000 or such amount plus a whole multiple of $1,000,000 100,000 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 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 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 borrowing for purposes of Section 4 or 5).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Federal Fund Advances by giving the Agent Bank at least three one Business Days' Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, 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 convert (i) ABR convert Federal Fund Advances to Eurodollar Advances and (ii) continue Eurodollar Advances to as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent Bank at least three Business Days' prior irrevocable notice of such election, in the case of a conversion to to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such con version conversion of ABR Federal Fund Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar Advances to as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which that are to be converted to continued as such new Eurodollar Advances. Each such notice (a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit E, shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion facsimile (confirmed promptly, and in any event within three five Business Days, by the delivery to the Agent Bank 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 or continued pursuant to this Section paragraph in whole or in part, provided that the amount to be converted to each to, or continued as, a Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section paragraph 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 thereofthe Minimum Amount. (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 Borrower shall have no right to elect to convert any existing ABR Federal Fund Advance to a new Eurodollar Advance or to convert continue any existing Eurodollar Advance to as a new Eurodollar Advance. In such event, all ABR Federal Fund Advances shall be automatically continued as ABR Federal Fund Advances and all each Eurodollar Advances Advance shall be automatically converted to ABR Federal Fund Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by each Lender the Bank by applying the proceeds of its new ABR Federal Fund Advance or Eurodollar Advance, as the case 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 Section paragraphs 4 or 56).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three one Business Days' 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 Eurodollar Interest Period applicable thereto. In addition, the Borrower may elect from time to time to convert (i) ABR Advances to 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 of such election, in the case of a conversion to Eurodollar Advances, Advances specifying the amount to be so converted and the initial Eurodollar Interest Period relating thereto, provided that any such con version 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 Notice of Conversion (confirmed promptly, and in any event within three 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 $1,000,000 2,500,000 or such amount plus a whole multiple of $1,000,000 500,000 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 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 conversion shall not constitute a borrowing for purposes of Section 4 Articles 4, 5 or 56). (d) Competitive Bid Loans may not be converted.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three one Business Days' 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 convert (i) convert ABR Advances comprising all or a portion of Revolving Loans to Eurodollar Advances and (ii) continue Eurodollar Advances to 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 case of a conversion to to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such con version conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar Advances to 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 converted to continued as such new Eurodollar Advances. Each such notice (a Notice of Conversion,) shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion facsimile (confirmed promptly, and in any event within three 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 to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 2.2 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 thereofthe Minimum Amount. (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 Borrower shall have no right to elect to convert any existing ABR Advance to a new Eurodollar Advance or to convert continue any existing Eurodollar Advance to 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 current Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation 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 or continuation shall not constitute a borrowing for purposes of Section 4 Articles 4, 5 or 56).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving 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 one Business Days' 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 a 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 (i) ABR Advances to Eurodollar Advances and (ii) or existing Eurodollar Advances to new Eurodollar Advances by selecting delivering to the Administrative Agent by facsimile a new Interest Period thereforNotice of Conversion (confirmed promptly, and in each case any event within five Business Days, by giving 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 election, 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 con version of ABR Advances to Eurodollar Advances conversion shall only be made on a Business Day and any such conversion and, in the case of existing Eurodollar Advances being converted to new Eurodollar Advances shall only be made Advances, 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 Notice 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)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 2.3 2.5 and having the same Eurodollar Interest Period as such first Eurodollar Advance, shall equal no less than $1,000,000 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 a Default or 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 conversion shall not constitute a borrowing for purposes of Section Sections 4 or 56).

Conversions. (a) The Borrower may elect from time to time Convert any Standby Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to convert one or more Standby Loans of the same or any other Type and with any Interest Period (if applicable) by delivering (by hand delivery or telecopier) a request for such Conversion in the form of Exhibit A-6 to the Administrative Agent no later than (i) 11:00 A.M., New York City time, on the third Business Day prior to the date of any proposed Conversion into a Eurodollar Advances to Standby Loan and (ii) 11:00 A.M., New York City time, on the day of any proposed Conversion into an ABR Advances by giving the Loan. The Administrative Agent at least three Business Days' prior irrevocable 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 electionConversion, specifying (B) Type of, and Interest Period, if any, applicable to, the amount Standby Loans (or portions thereof) proposed to be convertedConverted, provided(C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, that any (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such conversion Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Advances shall only Standby Loans may be made Converted on a date other than the last day of the Interest Period applicable thereto. In addition, unless the Borrower may elect from time reimburses each Lender pursuant to time Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to convert (i) ABR Advances give a timely Conversion Request pursuant to Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period thereforthis subsection in respect of any Standby Loans, in each case by giving the Agent at least three Business Days' prior irrevocable notice of such electionStandby Loans shall, 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 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 then existing 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 Notice of Conversion (confirmed promptlytherefor, and in any event within three Business Daysautomatically Convert into, 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 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 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 Advanceremain 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 its Advances (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 portion thereof) being converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section 4 or 5)remain as, as the case may be, ABR Loans.

Conversions. (aA) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three one Business Days' Day's prior irrevocable notice of such election, specifying the amount to be convertedconvened, 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 convert (i) convert ABR Advances comprising all or a portion of Loans to Eurodollar Advances and (ii) continue Eurodollar Advances to 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 case of a conversion to to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that PROVIDED THAT any such con version conversion of ABR Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar Advances to 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 converted to continued as such new Eurodollar Advances. Each such notice (a "NOTICE OF CONVERSION") shall be substantially in the form of Exhibit C, shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion facsimile (confirmed promptly, and in any event within three 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 PROVIDED THAT the amount to be converted to to, or continued as, each Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section 2.3 2.2 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 thereofthe Minimum Amount. (bB) Notwithstanding anything in this Agreement to the contrary, upon the occurrence and during the continuance of a Default or 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 continue any existing Eurodollar Advance to 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 current Interest Period applicable to such Eurodollar Advance. (cC) Each conversion or continuation 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 or continuation shall not constitute a borrowing for purposes of Section 4 Articles 4, 5 or 56).

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Advances by giving the Administrative Agent at least three two Business Days' 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, except as otherwise provided in Section 3.6(c). In addition, the Borrower may elect from time to time to convert (i) ABR Advances to Eurodollar Advances and Advances, (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period therefor, and (iii) Alternate Currency Loans to new Alternate Currency Loans in the same applicable Currency by selecting a new Interest Period therefor, in each case by giving the Administrative Agent at least three Euro Business Days' prior irrevocable notice of such election, 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 con version conversion of ABR Advances to Eurodollar Advances, Eurodollar Advances to new Eurodollar Advances or Alternate Currency Loans to new Alternate Currency Loans shall only be made on a Euro Business Day and and, except as otherwise provided in Section 3.6(c), any such conversion of Eurodollar Advances to new Eurodollar Advances or Alternate Currency Loans to new Alternate Currency Loans, as the case may be, shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances or Alternate Currency Loans, as the case may be, which are to be converted to such new Eurodollar AdvancesAdvances or such new Alternate Currency Loans, as the case may be. Each such notice shall be irrevocable and shall be given promptly confirmed by the delivery by telecopy of a Notice of Conversion (confirmed promptly, and in any event within three Business Days, by the delivery to the Administrative 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 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 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 borrowing for purposes of Section 4 or 5).a

Conversions. (a) The Borrower may elect from time to time Convert any Standby Loan (or portion thereof) of any Type and with any Interest Period (if applicable) to convert one or more Standby Loans of the same or any other Type and with any Interest Period (if applicable) by delivering (by hand delivery or telecopier) a request for such Conversion in the form of Exhibit A-6 to the Administrative Agent no later than (i) 11:00 A.M., New York City time, on the third Business Day prior to the date of any proposed Conversion into a Eurodollar Advances to Standby Loan and (ii) 11:00 A.M., New York City time, on the day of any proposed Conversion into an ABR Advances by giving the Loan. The Administrative Agent at least three Business Days' prior irrevocable 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 electionConversion, specifying (B) Type of, and Interest Period, if any, applicable to, the amount Standby Loans (or portions thereof) proposed to be convertedConverted, provided(C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, that any (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such conversion Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Advances shall only Standby Loans may be made Converted on a date other than the last day of the Interest Period applicable thereto. In addition, unless the Borrower may elect from time reimburses each Lender pursuant to time Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to convert (i) ABR Advances give a timely Conversion Request pursuant to Eurodollar Advances and (ii) Eurodollar Advances to new Eurodollar Advances by selecting a new Interest Period thereforthis subsection in respect of any Standby Loans, in each case by giving the Agent at least three Business Days' prior irrevocable notice of such electionStandby Loans shall, 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 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 then existing 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 Notice of Conversion (confirmed promptlytherefor, and in any event within three Business Daysautomatically Convert into, 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 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 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 Advanceremain 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 its Advances (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 portion thereof) being converted (it being understood that any such conversion shall not constitute a borrowing for purposes of Section 4 or 5)remain as, as the case may be, ABR Loans.

Conversions. (a) The Borrower may elect from time to time to convert one or more Eurodollar Advances to ABR Federal Fund Advances by giving the Agent Bank at least three one Business Days' Day's prior irrevocable notice of such election, specifying the amount to be converted, provided, 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 convert (i) ABR convert Federal Fund Advances to Eurodollar Advances and (ii) continue Eurodollar Advances to as new Eurodollar Advances by selecting a new Interest Period therefor, in each case by giving the Agent Bank at least three Business Days' prior irrevocable notice of such election, in the case of a conversion to to, or continuation of, Eurodollar Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such con version conversion of ABR Federal Fund Advances to Eurodollar Advances shall only be made on a Business Day and any such conversion continuation of Eurodollar Advances to as new Eurodollar Advances shall only be made on the last day of the Interest Period applicable to the Eurodollar Advances which that are to be converted to continued as such new Eurodollar Advances. Each such notice (a "Notice of Conversion") shall be substantially in the form of Exhibit E, shall be irrevocable and shall be given by the delivery by telecopy of a Notice of Conversion facsimile (confirmed promptly, and in any event within three five Business Days, by the delivery to the Agent Bank 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 or continued pursuant to this Section paragraph in whole or in part, provided that the amount to be converted to each to, or continued as, a Eurodollar Advance, when aggregated with any Eurodollar Advance to be made on such date in accordance with Section paragraph 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 thereofthe Minimum Amount. (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 Borrower shall have no right to elect to convert any existing ABR Federal Fund Advance to a new Eurodollar Advance or to convert continue any existing Eurodollar Advance to as a new Eurodollar Advance. In such event, all ABR Federal Fund Advances shall be automatically continued as ABR Federal Fund Advances and all each Eurodollar Advances Advance shall be automatically converted to ABR Federal Fund Advances on the last day of the Interest Period applicable to such Eurodollar Advance. (c) Each conversion or continuation shall be effected by each Lender the Bank by applying the proceeds of its new ABR Federal Fund Advance or Eurodollar Advance, as the case 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 Section paragraphs 4 or 56).