Common use of Conversions Clause in Contracts

Conversions. The Borrower shall have the option to convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term Loans or Incremental Term Loans of one Type, into a Borrowing or Borrowings of the other Type of Revolving Loans, Term Loans or Incremental Term Loans, as the case may be; provided that (i) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans pursuant to such Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loans, (ii) Base Rate Loans may not be converted into Eurodollar Loans if any Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existence, (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York time), at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each a “Notice of Conversion”) specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans (other than Swingline Loans, Term Loans which shall at all times be maintained as Base Rate Loans) made pursuant to one or Incremental Term Loans more Borrowings of one Type, or more Types of Loans under a single Tranche into a Borrowing or Borrowings of the other another Type of Revolving Loans, Term Loans or Incremental Term Loans, as the case may beLoan under such Tranche; provided PROVIDED that (i) except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted, and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if conversion, (iii) unless the Administrative Agent or has determined that the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existence, Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of each of Sections 1.01(a)(iii) and 1.01(b)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(iii) and 1.01(b)(ii) and (iv) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York time), at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each a “Notice of Conversion”) specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans1.

Conversions. The Borrower (a) At any time and from time to time prior to the Dual Currency Facility Revolving Loan Conversion Date, the Company shall have the option to convert on any Business Day all or a portion equal to at least equal to the applicable Minimum Borrowing Amount $500,000 (and, if greater, in an integral multiple of $250,000) of the outstanding principal amount of its Revolving Dollar Denominated Loans (other than Swingline Loans, Term Loans which may not be converted pursuant to this Section 1.06(a)) made pursuant to one or Incremental Term Loans more Borrowings of one Type, or more Types of Dollar Denominated Loans under a single Tranche into a Borrowing or Borrowings of the other another Type of Revolving LoansDollar Denominated Loan under such Tranche, Term Loans or Incremental Term Loans, as the case may be; provided that (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Eurodollar Loans being converted and no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loans$1,000,000, (ii) Base Rate Loans may not be only converted into Eurodollar Loans if any no Default or Event of Default is then in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existence, and (iii) no conversion pursuant to this Section 1.06(a) shall result in a greater number of Borrowings of Euro Rate Loans than is permitted under Section 1.02. (b) On and from time to time after the Dual Currency Facility Revolving Loan Conversion Date, the Company shall have the option to convert all or a portion equal to at least the Minimum Borrowing Amount (for the Type and Tranche of Loan into which the conversion is being made) of the outstanding principal amount of Loans (other than Swingline Loans, which may not be converted pursuant to this Section 1.06(b)) made pursuant to one or more Borrowings of one or more Types of Loans under a single Tranche into a Borrowing or Borrowings of another Type of Loan under such Tranche, provided that (i) Base Rate Loans or Eurodollar Loans resulting from this Section 1.06 shall incurred as Dollar Facility Revolving Loans may in no event be limited in number converted into EURIBOR Loans, (ii) except as otherwise provided in Section 1.021.10(b), (iv) Eurodollar Euro Rate Loans may only be converted into Base Rate Loans another Type of Loan only on the last day of the an Interest Period applicable theretoto the Euro Rate Loans being converted and no such partial conversion of Euro Rate Loans shall reduce the outstanding principal amount of such Euro Rate Loans made pursuant to a single Borrowing to less than $1,000,000 (for purposes of a Borrowing of Euro Denominated Revolving Loans, taking the Dollar Equivalent of the outstanding principal amount thereof), (iii) Base Rate Loans may be only converted into Euro Rate Loans if no Default or Event of Default is then in existence on the date of the conversion, (iv) no conversion pursuant to this Section 1.06(b) shall result in a greater number of Borrowings of Euro Rate Loans than is permitted under Section 1.02 and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York time), at least three (3) Business Days’ (or one Business Day’s in the case of a conversion of a Borrowing of Dual Currency Facility Revolving Loans maintained as EURIBOR Loans into a Borrowing of Dual Currency Facility Revolving Loans to be maintained as Dollar Denominated Loans (whether as Base Rate Loans or Eurodollar Loans), all repayments of principal of outstanding Dual Currency Facility Revolving Loans required to be made pursuant to Section 4.02(A)(d) concurrently with such conversion shall have been made. (c) Each conversion pursuant to this Section 1.06 shall be effected by the Company by giving the Agent at its Notice Office prior to 12:00 Noon (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) (each each, a “"Notice of Conversion”") specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, whether such Revolving Loans are Dollar Facility Revolving Loans or Dual Currency Facility Revolving Loans, the Type of Borrowing(s) pursuant to which such Revolving Loans were made, the currencies in which such Revolving Loans are denominated, whether such Revolving Loans are to be converted into Base Rate Loans, Eurodollar Loans or (in the case of Dual Currency Facility Revolving Loans) EURIBOR Loans and, if to be converted into a Borrowing of Eurodollar Euro Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed conversion affecting any of its Revolving Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower Borrowers shall have the option to convert convert, on any Business Day occurring after the Second Restatement Effective Date, all or a portion equal to at least equal to the applicable Minimum Borrowing Amount $1,000,000 (and, if greater, in an integral multiple of $500,000), of the outstanding principal amount of its Revolving Loans, Term Loans made pursuant to one or Incremental Term Loans more Borrowings of one Type, or more Types of Loans into a Borrowing or Borrowings of the other another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided that (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Revolving Loans being converted and no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loans$1,000,000, (ii) Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iii) Borrowings prior to the 30th day after the Second Restatement Effective Date, conversions of Eurodollar Base Rate Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) into Eurodollar Loans may only be converted into Base Rate Loans made if the conversion is effective on the last first day of the an Interest Period applicable theretoreferred to in clause (B) of the proviso to Section 1.01(a)(i) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 30th day after the Second Restatement Effective Date, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02 and (v) each such conversion shall Swingline Loans may not be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedconverted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower Borrowers by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) ' prior written notice (or telephonic notice promptly confirmed in writing) (each a “"Notice of Conversion”") specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing or Borrowings pursuant to which such Revolving Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed conversion affecting any of its Revolving Loans.

Conversions. The Borrower shall have the option to convert convert, on any Business Day Day, all or a portion equal to at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided that (i) except as otherwise provided in Section 2.10(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iii) Borrowings unless the Administrative Agent has otherwise agreed or has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day following the Initial Borrowing Date, conversions of Eurodollar Base Rate Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) into Eurodollar Loans may only be converted into Base Rate Loans made if any such conversion is effective on the last first day of the first, second or third Interest Period applicable theretoreferred to in clause (B) of each of Sections 2.01(a)(iii), 2.01(b)(iii) and 2.01(c)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing Date than are permitted under Sections 2.01(a)(iii), 2.01(b)(iii) and 2.01(c)(ii), and (viv) each such no conversion pursuant to this Section 2.06 shall be made pro rata among the Revolving Loans, Term result in a greater number of Borrowings of Eurodollar Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedthan is permitted under Section 2.02. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its the Notice Office, Office prior to 11:00 A.M. (New York time), ) at least (x) in the case of conversions of Base Rate Loans into Eurodollar Loans, three (3) Business Days’ prior notice, and (or y) in the case of conversions of Eurodollar Loans into Base Rate Loans, one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each each, a “Notice of Conversion/Continuation”) specifying ), in each case in the Revolving Loansform of Exhibit A-2, Term Loans or Incremental Term appropriately completed to specify the Loans to be so converted, the Type of Borrowing or Borrowings pursuant to which such Loans to be converted into were incurred and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert convert, on any Business Day occurring on or after the fifth Business Day following the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term Loans made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided that (i) except as provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (iiiii) unless the Required Lenders otherwise agree in writing, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iiiiv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in than is permitted under Section 1.02, (ivv) unless the Syndication Date has occurred (at which time this clause (v) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be converted into Base Rate Loans made if any such conversion is effective on the last first day of the first, second or third Interest Period applicable theretoreferred to in clause (y) of each of Sections 1.01(a)(i), 1.01(b)(i) and 1.01(c)(i) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(i), 1.01(b)(i), and 1.01(c)(i) and (vvi) each such conversion shall Swingline Loans may not be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedconverted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) ' prior written notice (or telephonic notice promptly confirmed in writing) (each each, a “"Notice of Conversion”) "), specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing(s) pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Each Borrower shall have the option to convert convert, on any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least equal to the applicable Minimum Borrowing Amount (and, if greater, in an integral multiple of $500,000) of the outstanding principal amount of its Revolving Loans, Term Loans made to such Borrower pursuant to one or Incremental Term Loans more Borrowings of one Type, or more Types of Loans under a single Tranche into a Borrowing or Borrowings of the other another Type of Revolving LoansLoan under such Tranche, Term Loans or Incremental Term Loans, as the case may be; provided that (i) except as otherwise provided in Section 1.10(b) or unless the respective Borrower pays all amounts owing pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Eurodollar Loans being converted and no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the applicable Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iii) Borrowings unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 30th day after the Restatement Effective Date, conversions of Eurodollar Base Rate Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) into Eurodollar Loans may only be converted into Base Rate Loans made if any such conversion is effective on the last first day of the first, second, third or fourth Interest Period applicable theretoreferred to in clause (B) of the provisos appearing in each of Section 1.01(a)(iii) and Section 1.01(b)(iii) and so long as any such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 30th day after the Restatement Effective Date as are permitted under Section 1.01(a)(iii) and Section 1.01(b)(iii), and (viv) each such no conversion pursuant to this Section 1.06 shall be made pro rata among the Revolving Loans, Term result in a greater number of Borrowings of Eurodollar Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedthan is permitted under Section 1.02. Each such conversion shall be effected by the applicable Borrower by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 2:00 P.M. (New York time), ) at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each each, a “Notice of Conversion/Continuation”) specifying in the Revolving Loansform of Exhibit A-2, Term appropriately completed to specify the Loans or Incremental Term Loans of such Borrower to be so converted, the Type of Borrowing or Borrowings pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert convert, on any Business Day occurring after the Restatement Effective Date (or, in the case of the Tranche C Term Loans, on or after the earlier of (1) the 14th day after the Restatement Effective Date and (2) the Syndication Date), all or a portion equal to at least equal to (x) in the applicable Minimum Borrowing Amount case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $5,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of its Revolving Loans, Term Loans made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided that (i) if for any reason whatsoever any Eurodollar Loans are converted into Base Rate Loans on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loans$5,000,000, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iiiiv) Borrowings of Eurodollar Loans resulting from no conversion pursuant to this Section 1.06 shall be limited result in a greater number as provided in of Eurodollar Borrowings than is permitted under Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, 1.02 and (v) each such conversion shall Swingline Loans may not be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedconverted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three (3x) Business Days’ (or one Business Day’s in the case of a conversion into to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans) , one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) (each a “"Notice of Conversion”") specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing(s) pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert convert, on any Business Day occurring on or after the earlier of (1) the 5th day after the Initial Borrowing Date and (2) the Syndication Date, all or a portion equal to at least equal to (x) in the applicable Minimum Borrowing Amount case of a conversion of Term Loans, $1,000,000 and (y) in the case of a conversion of Revolving Loans, $1,000,000 (or $500,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of its Revolving Loans, Term Loans made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided PROVIDED that (i) no Eurodollar Loans may be converted into Base Rate Loans on a day which is not the last day of an Interest Period applicable to the Loans being converted, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loans$1,000,000, (iiiii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iiiiv) Borrowings of Eurodollar Loans resulting from no conversion pursuant to this Section 1.06 shall be limited result in a greater number as provided in of Eurodollar Borrowings than is permitted under Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, 1.02 and (v) each such conversion shall Swingline Loans may not be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedconverted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three (3x) Business Days’ (or one Business Day’s in the case of a conversion into to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans) , one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) (each a “"Notice of Conversion”") specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing(s) pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert on ----------- any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans (other than Swingline Loans which shall at all times be maintained as Base Rate Loans, Term Loans ) made pursuant to one or Incremental Term Loans more Borrowings of one Type, or more Types of Loans under a single Tranche into a Borrowing or Borrowings of the other another Type of Revolving LoansLoan under such Tranche; provided, Term Loans or Incremental Term Loans, as the case may be; provided that (i) -------- except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted, and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iii) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of each of Sections 1.01(a)(iii) and 1.01(b)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(iii) and 1.01(b)(ii) and (iv) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York time), at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each a “Notice of Conversion”) specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans1.

Conversions. The Borrower shall have the option to convert convert, on any Business Day occurring on or after the Restatement Effective Date, all or a portion equal to at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided that (i) except as otherwise provided in Section 2.10(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Defaultconversion, as the case may be, remains in existence, and (iii) no conversion pursuant to this Section 2.06 shall result in a greater number of Borrowings of Eurodollar Loans resulting from this than is permitted under Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted2.02. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its the Notice Office, Office prior to 11:00 A.M. (New York City time), ) at least (x) in the case of conversions of Base Rate Loans into Eurodollar Loans, three (3) Business Days’ prior notice and (or y) in the case of conversions of Eurodollar Loans into Base Rate Loans, one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each each, a “Notice of Conversion/Continuation”) specifying ), in each case in the Revolving Loansform of Exhibit A-2, Term Loans or Incremental Term appropriately completed to specify the Loans to be so converted, the Type of Borrowing or Borrowings pursuant to which such Loans to be converted into were incurred and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower Borrowers shall have the option to convert convert, on any Business Day occurring after the Third Restatement Effective Date, all or a portion equal to at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term Loans made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided that (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may be con- verted into Base Rate Loans only on the last day of an Interest Period applicable thereto and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iii) Borrowings prior to the 30th day after the Third Restatement Effective Date, conversions of Eurodollar Base Rate Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) into Eurodollar Loans may only be converted into Base Rate Loans made if the conversion is effective on the last first day of the an Interest Period applicable theretoreferred to in clause (B) of the respective provisos to Sections 1.01(a)(i) and 1.01(b)(i) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 30th day after the Third Restatement Effective Date, (iv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans than is permitted under Section 1.02 and (v) each such conversion shall Swingline Loans may not be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedconverted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower Borrowers by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) ' prior written notice (or telephonic notice promptly confirmed in writing) (each a “"Notice of Conversion”") specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing or Borrowings pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert convert, on any Business Day occurring on or after the third Business Day after the Restatement Effective Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term Loans made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided PROVIDED that (i) except as provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (iiiii) unless the Required Lenders otherwise agree in writing, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iiiiv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans resulting from this than is permitted under Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, 1.02 and (v) each such conversion shall Swingline Loans may not be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedconverted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three (3x) Business Days’ (or one Business Day’s in the case of a conversion into to Eurodollar Loans, three Business Days' prior written notice and (y) in the case of a conversion to Base Rate Loans) , one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) (each each, a “Notice of Conversion”) "NOTICE OF CONVERSION"), specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing(s) pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans (other than Swingline Loans, Term Loans which shall at all times be maintained as Base Rate Loans) made pursuant to one or Incremental Term Loans more Borrowings of one Type, or more Types of Loans under a single Tranche into a Borrowing or Borrowings of the other another Type of Revolving LoansLoan under such Tranche; provided, Term Loans or Incremental Term Loans, as the case may be; provided that (i) except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted, and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if conversion, (iii) unless the Administrative Agent or has determined that the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existence, Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of each of Sections 1.01(a)(iii) and 1.01(b)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(iii) and 1.01(b)(ii) and (iv) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York time), at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each a “Notice of Conversion”) specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans1.

Conversions. The Borrower third paragraph of Section 16.01 of the First Supplemental Indenture is hereby deleted and is hereby replaced with the following paragraph which shall have apply in its place: To the option extent a Holder converts Notes into shares of Common Stock pursuant to convert on any Business Day all this Article XVI and paragraph 9 of the Notes, such Holder shall receive for each $ 1,000 Principal Amount at Maturity of Notes converted either cash, Common Stock or a portion at least combination of the two as set forth below: (a) an amount of cash in lieu of shares of Common Stock equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term Loans or Incremental Term Loans of one Type, into a Borrowing or Borrowings of the other Type of Revolving Loans, Term Loans or Incremental Term Loans, as the case may be; provided that lesser of: (i) no partial conversion the product of a Borrowing of Eurodollar Loans shall reduce (A) the outstanding principal amount Average Sale Price of the Eurodollar Loans pursuant to such Borrowing to less than Common Stock for the Minimum Borrowing Amount for such Tranche of Loans, five consecutive Trading Days immediately following the Conversion Date and (B) the Conversion Rate as in effect on the Conversion Date (the “Conversion Amount”) or (ii) Base Rate Loans may not be converted into Eurodollar Loans the Original Price plus accrued Original Issue Discount (the “Accreted Principal Amount”); plus (b) if any Default or Event the Conversion Amount is greater than the Accreted Principal Amount (such difference, the “Conversion Premium”), then the Company shall deliver an amount in whole shares (the “Net Shares”) calculated as the Conversion Premium divided by the Average Sale Price of Default is in existence on the Common Stock for the five consecutive Trading Days immediately following (i) the earlier of the date of the conversion Company’s notice of its election to deliver cash or a combination of cash and Net Shares pursuant to Section 16.02 of this Indenture or two Business Days, if the Administrative Agent Company shall not have given a notice of redemption pursuant to Section 11.03 of this Indenture, or (ii) the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of DefaultConversion Date, as the case may be, remains in existence, (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York time), at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each following a “Notice of Conversion”) specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of redemption delivered by the Company specifying an intent to deliver cash or a combination or cash and Net Shares for any such proposed conversion affecting Conversion Premium; provided that the Company may at its option elect to deliver (x) an amount in cash equal to the Conversion Premium or (y) a combination of cash and a portion of Net Shares in an amount equal to the Conversion Premium, in the case of (x) and (y), in lieu of delivering only Net Shares; plus (c) any amount in cash in lieu of its Loansany fractional Net Shares.

Conversions. The Borrower shall have the option to convert on ----------- any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans (other than Swingline Loans, Term Loans which shall at all times be maintained as Base Rate Loans) made pursuant to one or Incremental Term Loans more Borrowings of one Type, or more Types of Loans under a single Tranche into a Borrowing or Borrowings of the other another Type of Revolving LoansLoan under such Tranche; provided, Term Loans or Incremental Term Loans, as the case may be; provided that (i) -------- except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted, and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if conversion, (iii) unless the Administrative Agent or has determined that the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existence, Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of each of Sections 1.01(a)(iii) and 1.01(b)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(iii) and 1.01(b)(ii) and (iv) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York time), at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each a “Notice of Conversion”) specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans1.

Conversions. The Borrower shall have the option to convert convert, on any Business Day occurring on or after the third Business Day after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term Loans made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided PROVIDED that (i) except as provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (iiiii) unless the Required Lenders otherwise agree in writing, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iiiiv) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in than is permitted under Section 1.02, (ivv) unless the Syndication Date has occurred (at which time this clause (v) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be converted into Base Rate Loans made if any such conversion is effective on the last first day of the first, second or third Interest Period applicable theretoreferred to in clause (y) of each of Sections 1.01(a)(i), 1.01(b)(i), 1.01(c)(i) and 1.01(d)(i) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(i), 1.01(b)(i), 1.01(c)(i) and 1.01(d)(i) and (vvi) each such conversion shall Swingline Loans may not be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedconverted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three (3x) Business Days’ (or one Business Day’s in the case of a conversion into to Eurodollar Loans, three Business Days' prior written notice and (y) in the case of a conversion to Base Rate Loans) , one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) (each each, a “Notice of Conversion”) "NOTICE OF CONVERSION"), specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing(s) pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert on any Business Day occurring on or after the Restatement Effective Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans (other than Swingline Loans which shall at all times be maintained as Base Rate Loans, Term Loans ) made pursuant to one or Incremental Term Loans more Borrowings of one Type, or more Types of Loans under a single Tranche into a Borrowing or Borrowings of the other another Type of Revolving Loans, Term Loans or Incremental Term Loans, as the case may beLoan under such Tranche; provided PROVIDED that (i) except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted, and no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iii) unless the Agents have determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Restatement Effective Date, Tranche A Term Loans and Tranche B Term Loans maintained as Base Rate Loans may not be converted into Eurodollar Loans unless any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of each of Sections 1.01(a)(ii) and 1.01(e)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Restatement Effective Date as are permitted under Sections 1.01(a)(ii) and 1.01(e)(ii) and (iv) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, prior to 11:00 A.M. (New York time), at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each a “Notice of Conversion”) specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans1.

Conversions. The (a) Each Borrower shall have the option to convert convert, on any Business Day Day, all or a portion equal to at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Loans, Term U.S. Dollar Denominated Loans made to it pursuant to one or Incremental Term Loans more Borrowings of one Type, or more Types of U.S. Dollar Denominated Revolving Loans into a Borrowing or Borrowings of the other another Type of U.S. Dollar Denominated Revolving Loans, Term Loans or Incremental Term Loans, as the case may beLoan; provided that that, (ia) except as otherwise provided in Section 2.10(b), LIBOR Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Revolving Loans being converted unless the Borrowers pay any amounts due to the Lenders pursuant to Section 2.11 as a result of such conversion and no such partial conversion of a Borrowing of Eurodollar LIBOR Loans shall reduce the outstanding principal amount of the Eurodollar such LIBOR Loans made pursuant to such a single Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (iib) Base Rate Loans may not be converted into Eurodollar LIBOR Loans if any Default or Event of Default is in existence on the proposed date of the conversion if and either the Administrative Agent or the Required Lenders have previously advised elected, upon notice to the Borrower that conversions will Borrowers, to not be permitted while permit such Default conversion in its or Event of Default, as the case may be, remains in existence, (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable theretotheir sole discretion, and (vc) each such no conversion pursuant to this Section 2.06 shall be made pro rata among the Revolving Loans, Term result in a greater number of Borrowings of LIBOR Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedthan is permitted under Section 2.02. Each such conversion shall be effected by the relevant Borrower (of the U.S. Dollar Denominated Revolving Loan being converted) by giving the Administrative Agent at its the Notice Office, Office prior to 11:00 A.M. 12:00 P.M. (New York City time), ) at least three (3i) Business Days’ (or one Business Day’s in the case of a conversion into conversions of Base Rate Loans into LIBOR Loans) , three Business Days’ prior written notice (or telephonic notice promptly confirmed in writingwriting and (ii) in the case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior written notice or telephonic notice promptly confirmed in writing (each each, a “Notice of Conversion/Continuation”) specifying ), in each case in the form of Exhibit A-2, appropriately completed to specify the U.S. Dollar Denominated Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing or Borrowings pursuant to which such U.S. Dollar Denominated Revolving Loans to be converted into were incurred and, if to be converted into a Borrowing of Eurodollar LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its U.S. Dollar Denominated Revolving Loans. (b) Mandatory and voluntary conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule 1.01(b). Except as provided in Schedule 1.01(b), Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance or B/A Equivalent Note, as the case may be.[Reserved]. (c) Each Canadian Borrower shall have the option to convert, on any Business Day occurring on or after the Effective Date, all or a portion at least equal to at least the Minimum Borrowing Amount of the outstanding principal amount of one or more Canadian Prime RateDollar Denominated Revolving Loans made to such Canadian Borrowerit pursuant to one or more Borrowings of one or more Types of Canadian Dollar Denominated Revolving Loans into a Borrowing or Borrowings of Bankers’ Acceptance Loansof another Type of Canadian Dollar Denominated Revolving Loan; provided that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may not be converted into Bankers’ AcceptanceBA Rate Loans if a Default or anany Event of Default is in existence on the proposed date of such conversion and either the Administrative Agent or the Required Lenders have elected, upon notice to the Borrowers, to not permit such conversion in its or their sole discretion, (ii) Borrowings of Bankers’ AcceptanceBA Rate Loans resulting from this Section 2.06 shall be limited in number as provided in Section 2.02 and (iii) except as otherwise provided in Section 2.10(b), BA Rate Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Revolving Loans being converted unless the Canadian Borrowers pay any amounts due to the Lenders pursuant to Section 2.11 as a result of such conversion and no such partial conversion of BA Rate Loans shall reduce the outstanding principal amount of such BA Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto. Each such conversion shall be effected by the relevant Canadian Borrower (of Canadian Dollar Denominated Revolving Loan being converted), by giving the Administrative Agent written notice or telephonic notice promptly confirmed in writing to the Notice Office, prior to 12:00 P.M. (New York City time), at least three (i) in the case of conversions of Canadian Prime Rate Loans into BA Rate Loans, three Business Days prior to the date of the proposed conversion and (ii) in the case of conversions of BA Rate Loans into Canadian Prime Rate Loans, one Business Days prior to the date of the proposed conversion, a Notice of Conversion/Continuation specifying the Canadian Dollar Denominated Revolving Loans maintained as Canadian Prime Rate Loans to be so converted into Bankers’ Acceptance Loans, the Borrowing or Borrowings pursuant to which such Canadian Dollar Denominated Revolving Loans were made and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule 1.01(b)), if to be converted into BA Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Canadian Dollar Denominated Revolving Loans maintained as Canadian Prime Rate Loans.

Conversions. The Borrower shall have the option to convert from time to time, on any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least equal to (x) in the applicable Minimum Borrowing Amount case of a conversion of Term Loans, $5,000,000 and (y) in the case of a conversion of Revolving Loans, $2,000,000 (or $1,000,000 if in the case of a conversion into Base Rate Loans), of the outstanding principal amount of its Revolving Loans, Term Loans made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided that (i) if for any reason whatsoever any Eurodollar Loans are converted into Base Rate Loans on a day which is not the last day of an Interest Period applicable to the Loans being converted, the Borrower shall pay all amounts owing in connection therewith as required by Section 1.11, (ii) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less -7- 15 than (x) in the Minimum Borrowing Amount for such Tranche case of Term Loans, $5,000,000 and (iiy) in the case of Revolving Loans, $2,000,000, (iii) unless the Required Banks otherwise specifically agree in writing, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iiiiv) Borrowings of Eurodollar Loans resulting from no conversion pursuant to this Section 1.06 shall be limited result in a greater number as provided in of Eurodollar Borrowings than is permitted under Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, 1.02 and (v) each such conversion shall Swingline Loans may not be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedconverted pursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York Chicago time), ) at least three (3x) Business Days’ (or one Business Day’s in the case of a conversion into to Eurodollar Loans, three Business Days' prior notice and (y) in the case of a conversion to Base Rate Loans) , one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) (each a “"Notice of Conversion”") specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing(s) pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower Adience or Newco (but not in respect of Newco A Term Loans) as the case may be, shall have the option to convert convert, on any Business Day occurring after the Restatement Effective Date (or, in the case of the Adience A Term Loans, the Adience B-2 Term Loans or the Adience C Term Loans, the earlier of (i) the 45th day after the Restatement Effective Date and (ii) the Syndication Date), all or a portion equal to at least equal to (x) in the applicable Minimum Borrowing Amount case of a conversion of Adience A Term Loans, Adience B Term Loans, Adience B-2 Term Loans, Adience C Term Loans or Newco B Term Loans, $5,000,000 and (y) in the case of a conversion of Dollar Revolving Loans, $1,000,000, of the outstanding principal amount of its Revolving Loans, Term such Dollar Loans made to Adience or Incremental Term Loans of one Type, into a Borrowing or Borrowings of the other Type of Revolving Loans, Term Loans or Incremental Term LoansNewco, as the case may be; , pursuant to one or more Borrowings (so long as of the same Tranche of Dollar Loans) of one or more Types of Loans into a Borrowing (of the same Tranche of Dollar Loans) of another Type of Loan, provided that that, (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than (x) in the Minimum case of a Borrowing Amount for such Tranche of Adience A Term Loans, B Term Loans or Adience C Term Loans, $5,000,000 and (y) in the case of a Borrowing of Dollar Revolving Loans, $1,000,000, (ii) unless the Required Banks otherwise specifically agree, Base Rate Loans may not only be converted into Eurodollar Loans if any no Default under Section 10.01 or 10.05 or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iii) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans resulting from this than is permitted under Section 1.06 shall be limited in number as provided in Section 1.02, 1.02 and (iv) Eurodollar Swingline Loans may only not be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedpursuant to this Section 1.06. Each such conversion shall be effected by Adience or Newco, as the Borrower case may be, by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time)time or, at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Newco B Term Loans, London time) at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) (each a “"Notice of Conversion”") specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing or Borrowings pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The (a) Subject to Section 2.02(b), each Borrower shall have the option to convert convert, on any Business Day Day, all or a portion equal to at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of its Revolving Dollar Denominated Loans (other than Swingline Loans, Term which shall at all times be maintained as Base Rate Loans or Incremental Term Loans of one Type, into a Borrowing or Borrowings of the other Type of Revolving Loans, Term Loans or Incremental Term Canadian Prime Rate Loans, as the case may be; ) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Dollar Denominated Loans into a Borrowing (of the same Tranche) of another Type of Dollar Denominated Loan, provided that (i) except as otherwise provided in Section 2.10(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the Minimum Borrowing Amount for such Tranche of Loansapplicable thereto, (ii) unless the Required Lenders otherwise agree, Revolving Loans maintained as Base Rate Loans may not only be converted into Eurodollar Loans if no Significant Event of Default or, if elected by the Required Lenders or the Administrative Agent, any Default or other Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Defaultconversion, as the case may be, remains in existence, and (iii) no conversion pursuant to this Section 2.06(a) shall result in a greater number of Borrowings of Eurodollar Loans resulting from this than is permitted under Section 1.06 shall be limited in number as provided in Section 1.02, (iv) Eurodollar Loans may only be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being converted2.02. Each such conversion shall be effected by the respective Borrower by giving the Administrative Agent at its the Notice Office, Office prior to 11:00 A.M. 2:00 P.M. (New York time), ) at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each each, a “Notice of Conversion/Continuation”) specifying in the Revolving Loansform of Exhibit A-2, Term Loans or Incremental Term appropriately completed to specify the Loans to be so converted, the Type of Borrowing or Borrowings pursuant to which such Loans to be converted into were incurred and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted. (b) Mandatory and voluntary conversions of Bankers’ Acceptance Loans into Canadian Prime Rate Loans shall be made in the circumstances, and to the extent, provided in Schedule III. Except as otherwise provided under Section 2.14, Bankers’ Acceptance Loans shall not be permitted to be converted into any other Type of Loan prior to the maturity date of the respective Bankers’ Acceptance or B/A Equivalent Note, as the case may be. (c) The Canadian Borrowers shall have the option to convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of Canadian Prime Rate Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans or Canadian Prime Rate Loans, as the case may be) made pursuant to one or more Borrowings under a single Tranche into a Borrowing or Borrowings of Bankers’ Acceptance Loans under such Tranche; provided that (i) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may not be converted into Bankers’ Acceptance Loans if a Significant Event of Default or, if elected by the Required Lenders or the Canadian Administrative Agent, any other Event of Default is in existence on the date of such conversion and (ii) Borrowings of Bankers’ Acceptance Loans resulting from this Section 2.06 shall be limited in number as provided in Section 2.02. Each such conversion shall be effected by the Canadian Borrowers by giving the Canadian Administrative Agent at its Notice Office, prior to 11:00 A.M.(New York time), at least three Business Days prior to the date of the proposed conversion, a Notice of Conversion/Continuation specifying the Canadian Dollar Denominated Loans to be so converted into Bankers’ Acceptance Loans, the Borrowing or Borrowings pursuant to which such Canadian Dollar Denominated Loans were made and the term of the proposed Borrowing of Bankers’ Acceptance Loans (which, in each case, shall comply with the requirements of Schedule III). The Canadian Administrative Agent shall give each Canadian Lender prompt notice of any such proposed conversion affecting any of its Canadian Revolving Loans maintained as Canadian Prime Rate Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Canadian Revolving Loans being converted.

Conversions. The Each Borrower shall have the option to convert on any Business Day all or a portion equal to at least equal to the applicable Minimum Borrowing Amount for such Tranche of the outstanding principal amount of its the Dollar Loans (other than (x) Tranche 2 Revolving Loans which shall at all times remain Eurodollar Loans and (y) Swingline Loans which shall at all times remain Base Rate Loans, Term Loans ) made to such Borrower pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided that (i) no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than the applicable Minimum Borrowing Amount for such Tranche of LoansTranche, (ii) Base Rate Loans may not be converted into Eurodollar Loans if any Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders Banks have previously advised the such Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, Default remains in existence, (iii) no conversion pursuant to this Section 1.06 shall result in a greater number of Borrowings of Eurodollar Loans resulting from this than is permitted under Section 1.06 shall be limited in number as provided in Section 1.02, 1.02 and (iv) Eurodollar Loans prior to the Syndication Date, no Loan may only be converted into Base Rate Eurodollar Loans except on the last first day of the a Pre-Syndication Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedPeriod. Each such conversion (other than automatic conversions pursuant to the last paragraph of Section 1.09) shall be effected by the Borrower by applicable Borrower's giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) ' prior written notice (or telephonic notice promptly confirmed in writing) (each a “"Notice of Conversion”") specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type Borrowing or Borrowings pursuant to which such Loans were made, the date of Loans to such conversion (which shall be converted into a Business Day) and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to convert convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least $3,000,000 in the case of a Borrowing of Term Loans and equal to at least $1,000,000 in the applicable Minimum case of a Borrowing Amount of Revolving Loans of the outstanding principal amount of its Revolving Loans, Term such Loans made pursuant to one or Incremental Term Loans more Borrowings (so long as of the same Tranche) of one Type, or more Types of Loans into a Borrowing or Borrowings (of the other same Tranche) of another Type of Revolving LoansLoan, Term Loans or Incremental Term Loans, as the case may be; provided that (i) except as otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the such Eurodollar Loans made pursuant to such a single Borrowing to less than $3,000,000 in the Minimum case of a Borrowing Amount for such Tranche of Term Loans and to less than $1,000,000 in the case of a Borrowing of Revolving Loans, (ii) Base Rate Loans may not only be converted into Eurodollar Loans if any no Default or Event of Default is in existence on the date of the conversion if the Administrative Agent or the Required Lenders have previously advised the Borrower that conversions will not be permitted while such Default or Event of Default, as the case may be, remains in existenceconversion, (iii) Borrowings of Eurodollar Loans resulting from no conversion pursuant to this Section 1.06 shall be limited result in a greater number as provided in of Borrowings than is permitted under Section 1.02, 1.02 and (iv) Eurodollar Swingline Loans may only not be converted into Base Rate Loans on the last day of the Interest Period applicable thereto, and (v) each such conversion shall be made pro rata among the Revolving Loans, Term Loans or Incremental Term Loans, as the case may be, of each Lender of the Type being convertedpursuant to this Section 1.06. Each such conversion shall be effected by the Borrower by giving the Administrative Agent at its Notice Office, Office prior to 11:00 A.M. 12:00 Noon (New York time), ) at least three (3) Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) ' prior written notice (or telephonic notice promptly confirmed in writing) (each a “"Notice of Conversion”") specifying the Revolving Loans, Term Loans or Incremental Term Loans to be so converted, the Type of Borrowing(s) pursuant to which such Loans to be converted into were made and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.