Common use of Conversion and Continuation Options Clause in Contracts

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate with respect to such Loan.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at on or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at on or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate with respect to such Loan.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans made or outstanding from Eurocurrency Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Loans (other than Swing Line Loans) from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to the Termination applicable Maturity Date.

Conversion and Continuation Options. (aii) The Borrower Kimco may elect from time to time to convert Eurodollar Eurocurrency Loans to Base Rate ABR Loans, by giving the Administrative Agent at least two (2) Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Eurocurrency Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Kimco may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of the outstanding Eurodollar Eurocurrency Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one (1) month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that if any such conversion of Eurodollar Loans may only be is made on a day which is not the last day of an Interest Period with respect theretothereto such conversion shall be accompanied by payment of any amounts payable pursuant to subsection 2.14. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. Accrued interest on a Eurodollar Loan (or portion thereof) being converted to an ABR Loan shall be paid by the Borrower at the time of conversion. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Datescheduled payment date of the final installment of principal of such Loan or at any time when any principal or interest in respect of such Loan is overdue.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month or 30 days, respectively, prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower HCLP may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection; provided, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower HCLP may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Working Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base ABR Rate Loans may be converted as provided herein; provided, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereof, Section 3.6 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Final Maturity Date.

Conversion and Continuation Options. (a) The Borrower Company (on its own behalf or on behalf of any other Borrower) may elect from time to time to convert Eurodollar Eurocurrency Loans denominated in Dollars to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before no later than 11:00 A.M., New York City timeLocal Time, on the Business Day preceding the proposed conversion date. The Company (on its own behalf or on behalf of any other Borrower) may elect from time to time to convert ABR Loans to Eurocurrency Loans or to convert Eurocurrency Loans into Eurocurrency Loans having a different Interest Period by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., Local Time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurocurrency Loan and no Eurocurrency Loan may be converted into a Eurocurrency Loan having a different Interest Period when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion and notified the Company not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower Company may elect ----------------------------------- from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the US Administrative Agent at least one Business Day's prior irrevocable written or telephonic notice (in the case of telephonic notice, to be promptly confirmed in writing) of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that if any such conversion of Eurodollar -------- Loans may only be made occurs on a day other than the last day of an Interest Period with respect theretothereto the Company shall pay any breakage costs in connection with such conversion. The Borrower Company may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the US Administrative Agent at least three Business Days' prior irrevocable written or telephonic notice (in the case of telephonic notice, to be promptly confirmed in writing) of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the US Administrative Agent shall promptly notify each applicable US$ Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Base Rate Loan may be -------- converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the US Administrative Agent has or the Required US$ Lenders have determined that such a conversion is not appropriate and (ii) no Base Rate Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Datedate of the final payment of such class of Loans.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the respective Term Loans (in the case of any conversions of any Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate ABR Loans, by giving the Administrative Agent at least one Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Loans that are Eurodollar Loans to Base Rate ABR Loans, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender Bank thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent or the Majority Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower HCC may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower HCC may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Working Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base ABR Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereof, subsection 3.6 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Final Maturity Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans made or outstanding from Eurocurrency Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Loans (other than Swing Line Loans) from ABR Loans to Eurodollar Eurocurrency Loans by giving the Administrative Agent at least three Business Days’ (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Eurocurrency Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding and Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month three Business Days prior to the Termination Maturity Date.

Conversion and Continuation Options. (a) The applicable Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The applicable Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan under a particular Facility when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Facility Lenders under such Facility have determined not to permit such conversions and (ii) no Loan under a particular Facility may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Datefinal scheduled termination or maturity date of such Facility.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans and Revolving Credit Loans from Eurocurrency Loans made or outstanding in Dollars to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert Base Rate outstanding Term Loans (other than Swing Line Loans) and Revolving Credit Loans made or outstanding in Dollars from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to either the Termination DateDate (in the case of conversions of Revolving Credit Loans) or the Final Maturity Date (in the case of Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans, Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Working Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Revolving Credit Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 4.3 shall not have been contravened and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date.

Conversion and Continuation Options. (a) The Borrower DW Animation may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Day’s prior irrevocable notice of such election at or before (such notice to be delivered no later than 11:00 A.M. A.M., New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, date); provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower DW Animation may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before (such notice to be delivered no later than 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converteddate). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, ; provided that no ABR Loan made by a particular Lender may be converted into a Eurodollar Loan (i) after the date that is one month prior to the Scheduled Termination Date or (ii) if an Event of Default specified in clauses (i) or (ii) of Section 8.1(f) with respect to DW Animation has occurred and is continuing; and provided further that no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior Administrative Agent or the Required Lenders have determined in its or their sole discretion not to the Termination Datepermit such conversions.

Conversion and Continuation Options. (a) The Company or any Subsidiary Borrower may elect from time to time to convert Eurodollar Eurocurrency Loans denominated in Dollars to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before no later than 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and date, provided that any such conversion of Eurocurrency Loans that is not made on the amount and Type last day of Loan an Interest Period with respect thereto shall be subject to be convertedSection 2.27. Any such The Company or any Subsidiary Borrower may elect from time to time to convert ABR Loans to Eurocurrency Loans denominated in Dollars by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion to Eurodollar Loans date (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurocurrency Loan denominated in Dollars when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Majority Facility Lenders in respect of such Facility have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender relevant Lender, the Company and any relevant Subsidiary Borrower thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate ABR Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election election. The Borrower may elect from time to time to convert Eurodollar Loans or ABR Loans to Money Market Loans, by giving the Administrative Agent at or before 11:00 A.M., New York City time, on the third least two (2) Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedDays' prior notice. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefortherefor and, any such notice of conversion to a Money Market Loan shall specify the requested Money Market Loan Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans, Money Market Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Loan may be converted into a Eurodollar Loan after the date that is one (1) month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on the three Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan conversion, which notice may be given by telephone (to be convertedpromptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on the third three Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan conversion, which notice may be given by telephone (to be convertedpromptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate (in the case of conversions of Revolving Loans) or prior to the Term Loan Maturity Date (in the case of conversions of Term Loans).

Conversion and Continuation Options. (a) The Borrower Gannett may elect from time to time to convert Eurodollar Revolving Credit Loans and Eurodollar Term Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Day’s prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, election; provided that any such conversion of Eurodollar Revolving Credit Loans or Eurodollar Term Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Gannett may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Revolving Credit Loans or Eurodollar Term Loans, as applicable, by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Revolving Credit Loans or Eurodollar Term Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Revolving Credit Loans, Eurodollar Term Loans and Base Rate ABR Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Revolving Credit Loan or Eurodollar Term Loan when any Event of Default has occurred and is then continuing and continuing, (ii) no Five-Year Loan may be converted into a Eurodollar Revolving Credit Loan after the date that is one month prior to the applicable Termination Date and (iii) no Term Loan may be converted into a Eurodollar Term Loan after the date that is one month prior to the applicable Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided election; PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided ; PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of conversions of Term Loans, as the case may be).

Conversion and Continuation Options. (a) The Borrower may elect ----------------------------------- from time to time to convert Eurodollar Loans to Base Rate Loans, by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be -------- made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that -------- (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. All notices given by Borrower under this subsection 2.7 may be made by telephonic notice promptly confirmed in writing.

Conversion and Continuation Options. (a) The Borrower may may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on the three Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan conversion, which notice may be given by telephone (to be convertedpromptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on the third three Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan conversion, which notice may be given by telephone (to be convertedpromptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on provided that, unless the Business Day immediately preceding Borrower elects to deposit with the date of the proposed conversion and of Administrative Agent the amount of any breakage costs and Type of other Eurodollar Loan related costs to be convertedincurred by the Borrower under this Agreement with respect to the prepayment or conversion of such Eurodollar Loan prior to the end of an Interest Period, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Tranche B Term Loan Lender or Revolving Credit Lender, as the case may be, thereof. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan any such conversion may only be converted into a Eurodollar Loan made if, after the date that is one month prior to the Termination Dategiving effect thereto, Section 2.12 shall not have been contravened.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Loans from Eurodollar Loans to Base Rate Loans, ABR Loans by giving delivering a Conversion/Continuation Notice to the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. not later than 12:00 Noon, New York City time, on the at least three Business Day immediately preceding the date Days in advance of the proposed conversion and of the amount and Type of Loan to be converted, date; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto unless the Borrower pays all breakage costs incurred in connection with such conversion. The Borrower may elect from time to time to convert Base Rate outstanding Loans (other than Swing Line Loans) from ABR Loans to Eurodollar Loans by giving delivering a Conversion/Continuation Notice to the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.not later than 12:00 Noon, New York City time, on the third at least three Business Day immediately preceding the date Days in advance of the proposed conversion and of the amount and Type of Loan to be converteddate. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, ; provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Term Loans and Revolving Credit Loans from Eurodollar Loans made or outstanding in Dollars to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans (other than Swing Line Loans) and Revolving Credit Loans from ABR Loans to Eurodollar Loans made or outstanding in Dollars by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans outstanding in Dollars shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans made or outstanding in Dollars and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default, the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert its Eurodollar Loans to Base Reference Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election at or before by 11:00 A.M. New York City time, on the a Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, Day; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base its Reference Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of the outstanding Eurodollar Loans and Base Reference Rate Loans may be converted as provided herein, provided that (i) no Loan Loans may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is then continuing and the Administrative Agent, at the request of the Required Lenders in their sole discretion, notifies the Borrower such conversions shall not be permitted, (ii) no Loan may if, after giving effect thereto, Section 2.6 would be converted into a Eurodollar Loan contravened, or (iii) after the date that is one month prior to the Termination Maturity Date; provided further, that if such conversion is not permitted pursuant to the preceding proviso and the applicable Eurodollar Loan is not repaid, such Loans shall automatically be converted to Reference Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan under a particular Facility may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has, or Interest Periods thereforthe Required Lenders have, determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Initial Maturity Date unless the Borrower has elected to extend the Initial Maturity Date pursuant to Section 2.6 and, if the Initial Maturity Date has been extended in accordance with Section 2.6 hereof, no Revolving Credit Loan shall be made as a Eurodollar Loan after the date that is one month prior to the Final Maturity Date. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by the Borrower giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by the Borrower giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate (in the case of conversions of Revolving Credit Loans or Term Loans) and (iii) no Swing Line Loan may be converted into a Eurodollar Loan.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans, Prime Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Prime Loans (other than Swing Line Loansin whole or in part) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before no later than 11:00 A.M., New York City time, on the third at least three Business Day immediately preceding the date of Days’ prior to the proposed conversion and of the amount and Type of Loan to be converteddate. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Prime Loans may be converted as provided herein, provided that (i) no Prime Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 4.3 shall not have been violated, and (iii) no Prime Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date or the Term Loan Maturity Date, as applicable.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the 30 25 Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Termination DateDate (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the (x) Tranche A Term Loans (in the case of conversions of Tranche A Term Loans), (y) Tranche B Term Loans ( in the case of conversions of Tranche B Term Loans) and (z) Tranche C Term Loans ( in the case of conversions of Tranche C Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar EurodollarSOFR Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. at or before 11:00 A.M. New York City time, on the least three Business Day immediately preceding the date of Days precedingprior to the proposed conversion and of the amount and Type of Loan to be converted, date; provided that any such conversion of Eurodollar EurodollarSOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar EurodollarSOFR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election at or before 11:00 A.M., New York City time, no later than 10:00 A.M. on the third thirdthree (3) U.S. Government Securities Business Day immediately preceding the date of precedingDays prior to the proposed conversion and of the amount and Type of Loan to be converted. Any such date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, ); provided that (i) no ABR Loan may be converted into a Eurodollar EurodollarSOFR Loan when any Event of Default has occurred and is then continuing and (ii) continuing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If no Interest Period is specified with respect to any SOFR Loan may be converted into in a Eurodollar Loan after Notice of Conversion/Continuation delivered by the date that is one month prior Borrower to the Termination DateAdministrative Agent, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not Amended and Restated Credit Agreement 26 appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Revolving Credit Loans that are Eurodollar Loans to Base Rate ABR Loans, by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender Bank thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent or the Majority Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 2.8 shall not have been contravened, (iii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate and (iv) no Revolving Credit Loan denominated in a Foreign Currency may be converted to an ABR Loan.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate ABR Loans, by giving the Administrative Agent at least two (2) Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three (3) Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.2(e) would not be contravened, and (iii) no Revolving Credit Loan may be converted into a Eurodollar Loan after the date that is one (1) month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate ABR Loans, by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate (in the case of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan under a particular Facility when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Facility Lenders under such Facility have determined not to permit such conversions and (ii) no Loan under a particular Facility may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Datefinal scheduled termination or maturity date of such Facility.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election at or before 11:00 A.M. Borrowing (Conversion) by 1:00 P.M., New York City time, on the at least one Business Day immediately preceding prior to the requested date of the proposed conversion and of the amount and Type of Loan to be converted, conversion; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving delivering to the Administrative Agent prior an irrevocable notice Notice of such election at or before 11:00 A.M.Borrowing by 1:00 P.M., New York City time, on at least three Business Days' prior to the third Business Day immediately preceding the date of the proposed requested conversion and of the amount and Type of Loan to be converteddate. Any such notice Notice of Borrowing (Conversion) with respect to a conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice Notice of Borrowing (Conversion), the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Maturity Date.

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans, ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 9.11(d). The U.S. Borrower may elect from time to time to convert Base Rate outstanding ABR Loans made to it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.to 12:00 Noon, New York City time, on the third at least three Business Day immediately preceding the date Days' prior irrevocable notice of the proposed conversion and of the amount and Type of Loan to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the General Administrative Agent shall promptly notify each applicable U.S. Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the General Administrative Agent or the Majority U.S. Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 9.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate and (iv) Swing Line Loans may not be converted to Eurodollar Loans.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided election; PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided ; PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert its Eurodollar Loans to Base Reference Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election at or before by 11:00 A.M. New York City time, on the a Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, Day; provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base its Reference Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of the outstanding Eurodollar Loans and Base Reference Rate Loans may be converted as provided herein, provided that (i) no Loan Loans may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is then continuing and the Administrative Agent, at the request of the Required Lenders in their sole discretion, notifies the Borrower such conversions shall not be permitted, (ii) no Loan may if, after giving effect thereto, Section 2.7 would be converted into a Eurodollar Loan contravened, or (iii) after the date that is one month prior to the Termination Maturity Date; provided further, that if such conversion is not permitted pursuant to the preceding proviso and the applicable Eurodollar Loan is not repaid, such Loans shall automatically be converted to Reference Rate Loans on the last day of such then expiring Interest Period.

Conversion and Continuation Options. (a) The Borrower Company (on its own behalf or on behalf of any other Borrower) may elect from time to time to convert Eurodollar Eurocurrency Loans denominated in Dollars to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at no later than 1:00 P.M., New York City time, on the Business Day preceding the proposed conversion date. The Company (on its own behalf or before 11:00 A.M.on behalf of any other Borrower) may elect from time to time to convert ABR Loans to Eurocurrency Loans or to convert Eurocurrency Loans into Eurocurrency Loans having a different Interest Period by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 P.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted into a Eurocurrency Loan and no Eurocurrency Loan may be converted into a Eurocurrency Loan having a different Interest Period when any Event of Default has occurred and is continuing and the Administrative Agent or Interest Periods thereforthe Required Lenders have determined in its or their sole discretion and notified the Company not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan (A) when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such a conversion or (B) having an Interest Period in excess of one month prior to the date which is 60 days after the Closing Date and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to (y) the Revolving Credit Termination Date, with respect to Revolving Credit Loans and (z) the Term Loan Maturity Date, with respect to Term Loans.

Conversion and Continuation Options. (a) The Borrower Borrowers may elect from time to time to convert outstanding Loans from Eurodollar Rate Loans to Base Prime Rate Loans, Loans by giving the Administrative Agent Bank at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Rate Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Subject to the limitations on the availability of Eurodollar Rate Loans, the Borrowers may elect from time to time to convert Base outstanding Loans from Prime Rate Loans (other than Swing Line Loans) to a Eurodollar Loans Rate Loan by giving the Administrative Agent Bank telephonic or written notice (the "NOTICE OF CONVERSION") at least two Business Days prior irrevocable notice to the requested date for the conversion, which Notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding Conversion shall specify (i) the date for the conversion, (ii) the aggregate amount of the proposed conversion and of the amount and Type of Loan Prime Rate Loans to be converted. Any such notice of conversion to Eurodollar Loans shall specify converted and (iii) the length of the initial Interest Period for such Eurodollar Rate Loan. Each conversion from Prime Rate Loans to a Eurodollar Rate Loan shall be in the principal amount of $500,000 or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereoflarger amount. All or any part of outstanding Eurodollar Rate Loans and Base Prime Rate Loans may be converted as provided herein, provided that (i) (unless the Bank otherwise consents) no Prime Rate Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is then continuing and (ii) no Prime Rate Loan may be converted into a Eurodollar Rate Loan after the date that is one month twenty days prior to the Termination Datelast day of the Commitment Period.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by such Borrower giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by such Borrower giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate (in the case of conversions of Revolving Credit Loans) and (iii) no Swing Line Loan may be converted into a Eurodollar Loan.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The relevant Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, by giving the Administrative Agent at least one Banking Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City (which notice must be received by the Administrative Agent prior to 8:30 A.M., San Francisco time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch Banking Day), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The relevant Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Banking Days' prior irrevocable notice of such election at or before 11:00 (which notice must be received by the Administrative Agent prior to 8:30 A.M., New York City San Francisco time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch Banking Day). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Termination DateDate (in the case of conversions of Revolving Loans) or the date of the final installment of principal of the Term Loans (in the case of conversions of Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate LoansABR Loans by delivering to the Lender an irrevocable Notice of Borrowing by 10:00 A.M., by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the at least one Business Day immediately preceding prior to the requested date of the proposed conversion and of the amount and Type of Loan to be converted, provided conversion; PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving delivering to the Administrative Agent prior Lender an irrevocable notice Notice of such election at or before 11:00 Borrowing by 10:00 A.M., New York City time, on at least three Business Days prior to the third Business Day immediately preceding the date of the proposed requested conversion and of the amount and Type of Loan to be converteddate. Any such notice Notice of Borrowing with respect to a conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the Lender has determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loan.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on provided that, unless the Business Day immediately preceding Company elects to deposit with the date of the proposed conversion and of Administrative Agent the amount of any breakage costs and Type of other Eurodollar Loan related costs to be convertedincurred by the Company under this Agreement with respect to the prepayment or conversion of such Eurodollar Loan prior to the end of an Interest Period, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Alternate Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereofRevolving Credit Lender. All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Alternate Base Rate Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan any such conversion may only be converted into a Eurodollar Loan made if, after the date that is one month prior to the Termination Dategiving effect thereto, subsection 2.9 shall not have been contravened.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent Bank at least three (3) Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedprovided, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto, and provided, further, to the extent an Event of Default has occurred and is continuing on the last day of any such Interest Period, the applicable Eurodollar Loan shall automatically be converted to an ABR Loan. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent Bank at least three (3) Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereofelection. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided provided, that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month thirty (30) days prior to the Termination Date.Maturity Date and (ii) such notice of conversion regarding any Eurodollar Loan shall contain an election by the Borrower of an Interest Period for such Eurodollar Loan to be created by such conversion and such Interest Period shall be in accordance with the terms of the definition of the term "

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan under a particular Facility when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Facility Lenders under such Facility have determined not to permit such conversions and (ii) no Loan under a particular Facility may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Datefinal scheduled termination or maturity date of such Facility.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election at or before election, substantially in the form of and containing the information prescribed by Exhibit I-3, (a “Conversion Notice”) no later than 11:00 A.M. A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converteddate, provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before a Conversion Notice no later than 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans date (which Conversion Notice shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein), provided that (i) no Base Rate Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is then continuing and the Administrative Agent has, or the Required Lenders have, determined in its or their sole discretion not to permit such conversions or (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date. Upon receipt of any such Conversion Notice the Administrative Agent shall promptly notify each Lender thereof.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate ABR Loans, by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection; provided, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Eurodollar Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender Bank thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein; provided, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default (upon notice from the Administrative Agent, on behalf of the Required Banks, except such notice shall not be required in the case of the Event of Default described in clause (a)(vi) of Section 8) has occurred and is then continuing continuing, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.9 shall not have been contravened and (iiiii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Euro-Dollar Loans to CIBC Alternate Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice written notice, substantially in the form of Exhibit J, of such election at or before prior to 11:00 A.M. A.M., New York City time, on the day which is one Domestic Business Day immediately preceding prior to the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch conversion, provided that any such conversion of Eurodollar Euro-Dollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert CIBC Alternate Base Rate Loans (other than Swing Line Loans) to Eurodollar Euro-Dollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before prior to 11:00 A.M., New York City time, on the third day which is three Euro-Dollar Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch conversion. Any such notice of conversion to Eurodollar Euro-Dollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender Bank thereof. All or any part of outstanding Eurodollar Euro-Dollar Loans and CIBC Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Euro-Dollar Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent or the Required Banks have determined that such a conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, Section 2.10 shall not have been contravened and (iii) no Loan may be converted into a Eurodollar Euro-Dollar Loan after the date that is one month prior to the Revolving Termination DateDate (in the case of conversions of Revolving Loans) or the date of the final installment of principal of the Tranche B Term Loan.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit B-2 (a "Notice of Conversion") (which notice must be received by the Agent by at or before 11:00 A.M. least 10:00 a.m., New York City time, on the three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be converted, such election); provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election (which notice must be received by the Agent by at or before 11:00 A.M.least 10:00 a.m., New York City time, on the third three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be convertedsuch election). Any such notice Notice of conversion Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of the outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent at least two Banking Days’ prior irrevocable written notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Banking Days’ prior irrevocable written notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to (a) the Revolving Credit Termination DateDate (in the case of conversions of Revolving Loans) or (b) the date of the final installment of principal of the Tranche B Term Loans (in the case of conversions of Tranche B Term Loans).

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans and Revolving Credit Loans from Eurocurrency Loans made or outstanding in Dollars to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days’ prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert Base Rate outstanding Term Loans (other than Swing Line Loans) and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to either the Termination DateDate (in the case of conversions of Revolving Credit Loans) or the Final Maturity Date (in the case of Term Loans).

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by the Parent giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by the Parent giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate (in the case of conversions of Revolving Credit Loans) or the due date of the final installment of principal (in the case of conversions of Term Loans) and (iii) no Swing Line Loan may be converted into a Eurodollar Loan.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent at least two Banking Days' prior irrevocable written notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Banking Days' prior irrevocable written notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to (a) the Revolving Credit Termination DateDate (in the case of conversions of Revolving Loans) or (b) the date of the final installment of principal of the relevant Term Loans (in the case of conversions of Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City timeelection, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided PROVIDED that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided PROVIDED that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Majority Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination DateDate (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans.

Conversion and Continuation Options. (a) The Borrower Company may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent at least two Banking Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Banking Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to (a) the Revolving Credit Termination DateDate (in the case of conversions of Revolving Loans), (b) the date of the final installment of principal of the relevant Term Loans (in the case of conversions of Term Loans) or (c) the date of the final installment of principal of the Acquisition Loans (in the case of conversions of Acquisition Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior Bank irrevocable notice of such election at or before prior to 11:00 A.M. New York City timea.m., Charlotte, North Carolina time on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedsuch conversion, provided provided, that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto, and provided, further, to the extent an Event of Default has occurred and is continuing on the last day of any such Interest Period, the applicable Eurodollar Loan shall automatically be converted to an ABR Loan. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent Bank at least two (2) Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereofelection. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein, provided provided, that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month thirty (30) days prior to the Termination Date.Maturity Date and (ii) such notice of conversion regarding any Eurodollar Loan shall contain an election by the Borrower of an Interest Period for such Eurodollar Loan to be created by such conversion and such Interest Period shall be in accordance with the terms of the definition of the term "

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar outstanding Loans from EurocurrencyTerm SOFR Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days’ (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar EurocurrencyTerm SOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate outstanding Loans (other than Swing Line Loans) from ABR Loans to Eurodollar EurocurrencyTerm SOFR Loans by giving the Administrative Agent at least three Business Days’ (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion) prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar EurocurrencyTerm SOFR Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar EurocurrencyTerm SOFR Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar EurocurrencyTerm SOFR Loan when any Default or Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have given notice to the Borrower that no such conversions may be made, and (ii) no Term Loan may be converted into a Eurodollar EurocurrencyTerm SOFR Loan after the date that is one month prior to the Termination applicable Maturity Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan (A) when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such a conversion or (B) having an Interest Period in excess of one month prior to the date which is the earlier of (y) 120 days after the Closing Date or (z) the date the initial syndication of Loans is completed by the Arranger and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lender have determined that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Commitment Termination DateDate (in the case of conversions of Revolving Credit Loans) or the date of the final installment of principal of the Term Loans (in the case of conversions of Term Loans).

Conversion and Continuation Options. (a) The Subject to its obligations pursuant to Subsection 4.12(c), the Borrower may elect from time to time to convert outstanding Loans of a given Tranche from Eurodollar Loans to Base Rate ABR Loans, by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, time on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be converted, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretoelection. The Borrower may elect from time to time to convert Base Rate outstanding Term Loans (other than Swing Line Loans) of a given Tranche from ABR Loans to Eurodollar Loans Loans, by the Borrower giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on time at least three Business Days prior to such election (or such shorter period as may be agreed by the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedAdministrative Agent in its reasonable discretion). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate or ABR Loans may be converted as provided herein; provided, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default (other than a Default under Subsection 9.1(f)), the Administrative Agent has given notice to the Borrower that no such conversions may be made and (ii) no Term Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination applicable Maturity Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit J (a "Notice of Conversion") (which notice must be received by the Agent by at or before least 11:00 A.M. a.m., New York City time, on the three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be converted, such election); provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election (which notice must be received by the Agent by at or before least 11:00 A.M.a.m., New York City time, on the third three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be convertedsuch election). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of the outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Commitment Termination Date.

Conversion and Continuation Options. (a) The Parent Borrower may elect from time to time to convert Eurodollar outstanding Term Loans and Revolving Credit Loans from Eurocurrency Loans made or outstanding in Dollars to Base Rate Loans, ABR Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Eurocurrency Loans made or outstanding in Dollars may only be made on the last day of an Interest Period with respect thereto. The Parent Borrower may elect from time to time to convert Base Rate outstanding Term Loans (other than Swing Line Loans) and Revolving Credit Loans from ABR Loans to Eurodollar Eurocurrency Loans outstanding in Dollars by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Eurocurrency Loans outstanding in Dollars shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Eurocurrency Loans made or outstanding in Dollars and Base Rate ABR Loans may be converted as provided herein, provided that (i) (unless the Required Lenders otherwise consent) no Loan may be converted into a Eurodollar Eurocurrency Loan when any Default or Event of Default has occurred and is then continuing and, in the case of any Default, the Administrative Agent has given notice to the Parent Borrower that no such conversions may be made and (ii) no Loan may be converted into a Eurodollar Eurocurrency Loan after the date that is one month prior to either the Termination DateDate (in the case of conversions of Revolving Credit Loans or Tranche A Term Loans) or the Final Maturity Date (in the case of conversions of Tranche B Term Loans).

Conversion and Continuation Options. (a) The U.S. Borrower may elect from time to time to convert outstanding Eurodollar Loans (in whole or in part) to Base Rate Loans, ABR Loans by giving the General Administrative Agent prior to 12:00 Noon, New York City time, at least one Business Day's prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect theretothereto unless the U.S. Borrower shall agree to pay the costs associated therewith as set forth in subsection 10.11(d). The U.S. Borrower may elect from time to time to convert Base Rate outstanding ABR Loans made to it (other than Swing Line Loans) (in whole or in part) to Eurodollar Loans by giving the General Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.to 12:00 Noon, New York City time, on the third at least three Business Day immediately preceding the date Days' prior irrevocable notice of the proposed conversion and of the amount and Type of Loan to be convertedsuch election. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the General Administrative Agent shall promptly notify each applicable U.S. Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Default or Event of Default has occurred and is then continuing and the General Administrative Agent or the Majority U.S. Lenders have determined that such conversion is not appropriate, (ii) any such conversion may only be made if, after giving effect thereto, subsection 10.3 shall not have been violated, (iii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate and (iv) Swing Line Loans may not be converted to Eurodollar Loans.

Conversion and Continuation Options. (a) The Borrower may may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. prior to 1:00 P.M., New York City time, on the one Business Day immediately preceding prior to the date of the proposed conversion and of the amount and Type of Loan conversion, which notice may be given by telephone (to be convertedpromptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City time, on the third three Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan conversion, which notice may be given by telephone (to be convertedpromptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has notified the Borrower that it has determined that such a conversion is not appropriate and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination DateDate (in the case of conversions of Revolving Loans) or prior to the Term Loan Maturity Date (in the case of conversions of Term Loans).

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedFunding Office, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedFunding Office. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, provided that (i) no Dollar Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate, (ii) partial conversions to Base Rate Loans (except pursuant to paragraph (b) of this subsection) shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof and partial conversions to Eurodollar Loans shall be in an amount equal to $1,500,000 or a whole multiple of $500,000 in excess thereof and (iii) no Dollar Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Scheduled Termination Date.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to Alternate Base Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit B-2 (a 'Notice of Conversion') (which notice must be received by the Agent by at or before 11:00 A.M. least 10:00 a.m., New York City time, on the three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be converted, such election); provided that any such conversion of Eurodollar Loans may only be made only on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Alternate Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election (which notice must be received by the Agent by at or before 11:00 A.M.least 10:00 a.m., New York City time, on the third three Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan Days prior to be convertedsuch election). Any such notice Notice of conversion Conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of the outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as provided herein, ; provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no Loan may be converted into a Eurodollar Loan (x) prior to the date that the Borrower delivers an Acceptable Order to the Agent or (y) after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower may may, subject to paragraph (b) below, elect from time to time to convert Eurodollar Loans to Base Rate Loans, ABR Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City prior to 1:00 P.M., Boston time, on the two Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan conversion, which notice may be given by telephone (to be convertedpromptly confirmed in writing, including by facsimile), provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M.prior to 1:00 P.M., New York City Boston time, on the third two Business Day immediately preceding Days prior to the date of the proposed conversion and of the amount and Type of Loan conversion, which notice may be given by telephone (to be convertedpromptly confirmed in writing, including by facsimile). Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable affected Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate ABR Loans may be converted as provided herein, provided that (i) no ABR Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and (ii) no ABR Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Termination Date.

Conversion and Continuation Options. (a) The Borrower Company may elect ----------------------------------- from time to time to convert Eurodollar Loans (other than Swingline Loans) to Base Index Rate Loans, Loans by giving the Administrative Agent prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed day such conversion and of the amount and Type of Loan to be convertedis requested, provided that any such conversion of -------- Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower Company may elect from time to time to convert Base Index Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable relevant Lender thereof. All or any part of outstanding Eurodollar Loans and Base Index Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event -------- of Default has occurred and is then continuing and the Agent has or the Majority Facility Lenders have determined that such a conversion is not appropriate, (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date, the Tranche A Maturity Date or the Tranche B Maturity Date, as applicable.

Conversion and Continuation Options. (a) The Any Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans, Loans by giving the Administrative Agent at least two Business Days' prior irrevocable notice of such election at or before 11:00 A.M. New York City time, on the Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Any Borrower may elect from time to time to convert Base Rate Loans (other than Swing Line Loans) to Eurodollar Loans by giving the Administrative Agent at least three Business Days' prior irrevocable notice of such election at or before 11:00 A.M., New York City time, on the third Business Day immediately preceding the date of the proposed conversion and of the amount and Type of Loan to be convertedelection. Any such notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans (other than Swing Line Loans) may be converted as provided herein, provided that (i) no Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is then continuing and the Administrative Agent has or the Required Lenders have determined that such a conversion is not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after the date that is one month prior to the Revolving Credit Termination Date, in the case of conversions of Revolving Credit Loans, or the Term Loan Maturity Date, in the case of conversions of Term Loans.

Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar LoansSOFR to ABR Loans to Base Rate Loans, by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election no later than 10:00 A.M. at or before 11:00 A.M. New York City time, on the least two Business Day immediately preceding the date of Days precedingprior to the proposed conversion and of the amount and Type of Loan to be converted, date; provided that any such conversion of Eurodollar EurodollarSOFR Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate ABR Loans (other than Swing Line Loans) to Eurodollar EurodollarSOFR Loans by giving the Administrative Agent prior irrevocable notice in a Notice of Conversion/Continuation of such election at or before 11:00 A.M., New York City time, no later than 10:00 A.M. on the third thirdthree (3) U.S. Government Securities Business Day immediately preceding the date of precedingDays prior to the proposed conversion and of the amount and Type of Loan to be converted. Any such date (which notice of conversion to Eurodollar Loans shall specify the length of the initial Interest Period or Interest Periods therefor. Upon receipt of any such notice the Administrative Agent shall promptly notify each applicable Lender thereof. All or any part of outstanding Eurodollar Loans and Base Rate Loans may be converted as provided herein, ); provided that (i) no ABR Loan may be converted into a Eurodollar EurodollarSOFR Loan when any Event of Default has occurred and is then continuing and (ii) continuing. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If no Interest Period is specified with respect to any SOFR Loan may be converted into in a Eurodollar Loan after Notice of Conversion/Continuation delivered by the date that is one month prior Borrower to the Termination DateAdministrative Agent, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.