Common use of Conversions Clause in Contracts

Conversions. The Borrower shall have the option to Convert on any Business Day the principal amount of the Loans made pursuant to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each such Conversion shall be effected by the Borrower by delivering a Conversion Request to the Administrative Agent at its Notice Office prior to 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert on any Business Day the principal amount of the Loans made pursuant to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each such Conversion shall be effected by the Borrower by delivering a Conversion Request to the Administrative Agent at its Notice Office prior to 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion affecting any of its Loans.. NEWYORK 8115155 (2K) 8

Conversions. The (a) Each Dollar Revolving Loan Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of the Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings from of one Type or more Types of Loan Dollar Revolving Loans into a Borrowing of another Type of Dollar Revolving Loan; provided, that provided that, (ai) Dollar Revolving Loans may shall not be so Converted into another Type unless the aggregate principal amount of Loans permitted to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereofconverted into Non-Dollar Alternate Currency Revolving Loans, (bii) no Conversion of all or any portion of any LIBOR Loan if Eurodollar Loans are converted into a Base Rate Loan may be effected Loans on any day a date other than the last day of an Interest Period applicable to such LIBOR Loanthe Dollar Revolving Loans being converted, unless the respective Dollar Revolving Loan Borrower pays all amounts owing under shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 3.12 as a result of such Conversion1.12, (ciii) no such partial Conversion conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing MinimumAmount for Eurodollar Loans, (div) unless the Required Lenders otherwise agree, Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or any Event of Default is in existence exists on the date of Conversion conversion, and (ev) no Conversion conversion pursuant to this Section 3.5 1.07 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the respective Dollar Revolving Loan Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office Office, prior to 11:00 a.m. 4:00 p.m. (New York City time) on the third ), at least three Business Day Days’ prior to the proposed date notice (each, a “Notice of Conversion. Each Conversion Request shall be appropriately completed ”) specifying the Borrowing or Borrowings pursuant to specify (i) the principal amount of each Tranche of which such Dollar Revolving Loans were made and, if to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Revolving Loans.

Conversions. The Each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only not be Converted converted into LIBOR Loans if no a Default or Event of Default is in existence on the date of Conversion the conversion, (iii) Canadian CDOR Rate Loans may be converted into Canadian Prime Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of Canadian CDOR Rate Loans shall reduce the outstanding principal amount of such Canadian CDOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (iv) unless the Required Lenders otherwise agree, Canadian Prime Rate Loans may not be converted into Canadian CDOR Rate Loans if a Default or Event of Default is in existence on the date of the conversion, and (ev) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time or Canadian CDOR Rate Loans than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the applicable Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (x) in the third case of conversions of Base Rate Loans into LIBOR Loans and Canadian Prime Loans in Canadian CDOR Rate Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans and Canadian CDOR Rate Loans into Canadian Prime Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans or Canadian CDOR Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings from (so long as of the same Class) of one Type or more Types of Loan Loans into a Borrowing (of the same Class) of another Type of Loan; providedprovided that, that (ai) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, the Loans being converted unless the Borrower pays all any amounts owing due under Section 3.12 as a result of 2.11 and no such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only not be Converted converted into LIBOR Loans if no Default or any Event of Default exists pursuant to Section 11.05 on the date of conversion, (iii) if any Event of Default (other than as referred to in preceding clause (ii)) is in existence on the date of Conversion the proposed conversion of a LIBOR Loan, (x) Base Rate Loans may not be converted into LIBOR Loans if the Administrative Agent or the Required Lenders have notified the Borrower that conversions will not be permitted during the existence of such Event of Default and (ey) in the absence of the notification referred to in preceding clause (x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period of one (1) month and (iv) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 12:00 noon at least (New York City timex) on in the third case of conversions of Base Rate Loans into LIBOR Loans, three (3) Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one (1) Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case substantially in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The (a) Each US Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the US Revolving Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan US Revolving Loans into a Borrowing of another Type of US Revolving Loan; providedprovided that, that (ai) except as otherwise provided in Section 2.10(b), US LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the US Revolving Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of US LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c2.02 and (iv) hereoffor the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such Conversion conversion shall be effected by the respective US Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (A) in the third case of conversions of Base Rate Loans into US LIBOR Loans, three Business Day Days’ prior to notice and (B) in the proposed date case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings from (so long as of the same Class) of one Type or more Types of Loan Loans into a Borrowing (of the same Class) of another Type of Loan; providedprovided that, that (ai) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, the Loans being converted unless the Borrower pays all any amounts owing due under Section 3.12 as a result of 2.11 and no such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only not be Converted converted into LIBOR Loans if no Default or any Event of Default exists pursuant to Section 11.05 on the date of conversion, (iii) if any Event of Default (other than as referred to in preceding clause (ii)) is in existence on the date of Conversion the proposed conversion of a LIBOR Loan, (x) Base Rate Loans may not be converted into LIBOR Loans if the Administrative Agent or the Required Lenders have notified the Borrower that conversions will not be permitted during the existence of such Event of Default and (ey) in the absence of the notification referred to in preceding clause (x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period of one (1) month and (iv) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. at least (New York City timex) on in the third case of conversions of Base Rate Loans into LIBOR Loans, three (3) Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one (1) Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case substantially in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert on ----------- any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans made owing pursuant to one a single Facility into a Borrowing or more Borrowings from one pursuant to such Facility of another Type of Loan into another Type of Loan; provided, provided that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (ci) no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans and C Term Loans-Fixed Rate may only not be Converted converted into LIBOR Eurodollar Loans if no when a Default under Section 8.01 or an Event of Default is in existence on the date of Conversion the proposed conversion if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such conversion, (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02 and (eiv) no Conversion conversion of any C Term Loan-Fixed Rate shall be made pursuant to this Section 3.5 1.06 until the FRE Date applicable thereto, at which time such Loans shall result be converted into Eurodollar Loans and/or Base Rate Loans as elected by the Borrower in a greater number the absence of Interest Periods of LIBOR giving any such notice, shall be automatically converted into Base Rate Loans) and such resulting Eurodollar Loans being outstanding at any one time than is permitted under and Base Rate Loans shall thereafter be subject to conversion as provided in this Section 3.1(c) hereof1.06. Each such Conversion con version shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days' (or one Business Day's, in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion. Each Conversion Request shall ") specifying the Loans to be appropriately completed to specify so converted (i) including the principal amount of each Tranche relevant Facility), the Type of Loans to be so Convertedconverted into and, (ii) the date if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable theretothere to. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Any Borrower shall have the option to Convert right, with respect to: (i) any Reference Rate Loan, on any Business Day the principal amount of the Loans made pursuant (a “LIBOR Conversion Date”), to one or more Borrowings from one Type of convert such Reference Rate Loan into another Type of to a LIBOR Loan; provided, that (aii) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into denominated in US Dollars, on any Business Day (a Base “Reference Rate Conversion Date”), to convert such LIBOR Loan to a Reference Rate Loan; or (iii) any Reference Rate Loan or LIBOR Loan denominated in US Dollars (other than a LIBOR Loan bearing interest based on Daily LIBOR), on any Business Day (a “Daily LIBOR Conversion Date”), to convert such Loan to a LIBOR Loan bearing interest based on Daily LIBOR; provided that the applicable Borrower shall, on such Conversion Date, make the payments required by Section 4.6 hereof, if any, in either case, by giving the Administrative Agent written notice at the Agency Services Address (which notice may be effected on via fax, electronic mail, or by telephone (if confirmed in writing promptly thereafter)) substantially in the form of Exhibit G attached hereto (a “Conversion Notice”) of such selection no later than the Specified Time. Each Conversion Notice shall be revocable, provided that the Borrowers shall indemnify each Lender against any day loss or expense (other than loss of margin or spread) actually incurred by such Lender, either directly or indirectly. Notwithstanding the last day foregoing, upon the Borrowing of an Interest Period applicable each Reference Rate Loan hereunder (including, for the avoidance of doubt, in connection with any Borrowing related to such LIBOR Loan, unless the Borrower pays all amounts owing drawing under a Letter of Credit under Section 3.12 as a result of such Conversion2.8(g) hereof), (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each such Conversion Borrower shall be effected by the Borrower by delivering a Conversion Request deemed to have simultaneously delivered to the Administrative Agent at its Notice Office prior to 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount a Conversion Notice to convert such Reference Rate Loan to a LIBOR Loan bearing interest based on Daily LIBOR and with a LIBOR Conversion Date that is three (3) Business Days after such date of each Tranche of Loans to be so Converted, Borrowing and (ii) a notice that it elects to capitalize the date interest due on such Reference Rate Loan as of such Conversion (which shall be a Business Day)the related LIBOR Conversation Date pursuant to Section 3.3(d) hereof unless, (iii) in the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice case of any such proposed Conversion affecting any Borrowing of its Loansa Reference Rate Loan, the applicable Borrower provides notice in the related Request for Borrowing that they elect not to convert such Reference Rate Loan into a LIBOR Loan.

Conversions. The Borrower shall have the option may from time to time Convert on any Business Day the principal amount Loan (or portion thereof) of the Loans made pursuant any Type and with any Interest Period (if applicable) to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all same or any portion of other Type and with any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as (if applicable) by delivering (by hand delivery or telecopier) a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each request for such Conversion shall be effected by in the Borrower by delivering a Conversion Request form of Exhibit B to the Administrative Agent at its Notice Office prior to no later than (i) 11:00 a.m. (New York City time) A.M. on the third Business Day prior to the proposed date of Conversion. Each any proposed Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, into a Eurodollar Loan and (ii) 11:00 A.M., on the date day of such any proposed Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable theretoan ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, (B) Type of, and Interest Period, if any, applicable to, the Loans (or portions thereof) proposed to be Converted, (C) Type of Loans to which such Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Loans resulting from such Conversion and (E) aggregate amount of Loans (or portions thereof) proposed to be Converted. No Eurodollar Loans may be Converted on a date other than the last day of the Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Loans, such Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the duration of any Interest Period for Loans to be Converted into Eurodollar Loans, such Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Loans with an Interest Period of one month’s duration. If, on the date of any proposed Conversion affecting Conversion, the Borrower shall have failed to fulfill any of its condition set forth in Section 4.01, all Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case may be, ABR Loans.

Conversions. The Borrower shall have the option to Convert convert, on ----------- any Business Day occurring on or after the earlier of (A) the 90th day after the Initial Borrowing Date and (B) the Syndication Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 1.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section -------- 1.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion and (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three Business Day Days' prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower WLI shall have the option to Convert convert on any Business Day all or a portion at least equal to the principal amount applicable Minimum Borrowing Amount of its USF Loans of one Type into a Borrowing or Borrowings of USF Loans of the Loans made pursuant to one or more Borrowings from one Type of Loan into another Type of Loan; providedother Type, provided that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (ci) no partial Conversion of LIBOR Loans conversion shall reduce the outstanding principal amount of the available to the applicable Borrower a corresponding amount. If such LIBOR corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the applicable Borrower, and such Borrower shall pay such corresponding amount to the Administrative Agent within three Business Days of receipt of such notice unless previously paid by such Lender. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no (x) when a Default under Section 9.01 or Event of Default is then in existence on if the date of Conversion Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such conversion or (y) prior to the Syndication Date except for a conversion into Eurodollar Loans with a PSD Interest Period and (eiii) no Conversion pursuant to Borrowings of Eurodollar Loans resulting from this Section 3.5 1.06 shall result be limited in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under as provided in Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to WLI giving the Administrative Agent at its the Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time) on the third ), at least three Business Days' (or one Business Day in the case of a conversion into Base Rate Loans) prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion. Each Conversion Request shall ") specifying the Loans to be appropriately completed to specify (i) so converted, the principal amount of each Tranche Type of Loans to be so Convertedconverted into and, (ii) the date if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each USF Lender prompt notice of any such proposed Conversion conversion affecting any of its USF Loans.

Conversions. The Borrower shall have the option to Convert convert on any Business Day occurring on or after the Effective Date all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans of any Tranche made pursuant to one or more Borrowings from of one or more Types of Loans into a Borrowing or Borrowings of another Type of Loan into another Type of Loan; providedthe same Tranche, provided that (ai) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple except as otherwise provided in excess thereof, clause (b) no Conversion of Section 2.10 or unless the Borrower pays all or breakage costs and other amounts owing to each Working Capital Lender pursuant to Section 2.11 concurrently with any portion of any LIBOR Loan such conversion, Eurodollar Loans may be converted into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the applicable Minimum Borrowing MinimumAmount, (dii) Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or a Default, Event of Default or Potential Default has occurred and is in existence continuing on the date of Conversion the conversion, unless the holders of more than 50% of the aggregate outstanding principal amount of such Base Rate Loans (or the Administrative Agent on their behalf) have notified the Borrower that such an election at such time would not be disadvantageous to such holders and (eiii) no Conversion pursuant to Borrowings of Eurodollar Loans resulting from this Section 3.5 2.06 shall result be limited in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under as provided in Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 noon (New York City time), at least three Business Days' (or one Business Day's in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date Borrowing pursuant to which the Loans were made and the Tranche of such Conversion (which shall Borrowing and, if to be converted into a Business Day), (iii) the Type Borrowing of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Working Capital Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The (a) Each Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Term Loans, as the Loans case may be, made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Term Loan; provided, as the case may be, provided that (ai) except as otherwise provided in Section 1.10(b), (x) Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan Loans and (y) B/A Discount Rate Loans may be effected converted into Canadian Prime Rate Loans, in each case, only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loanpartial conversion of Eurodollar Loans or B/A Discount Rate Loans, unless as the Borrower pays all amounts owing under Section 3.12 as a result of such Conversioncase may be, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Euro Rate Loans being outstanding at any one time and B/A Discount Rate Loans than is permitted under Section 3.1(c1.02 and (iv) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion pursuant to this Section 1.06 shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the applicable Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City timeLocal Time) on at least (x) in the third case of conversions into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loan (in the case of Canadian Term Loans), three Business Day Days’ (or, in the case of an Interest Period other than a one, two, three or six-month period, at least five Business Days’) prior to notice, and (y) in the proposed date case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one Business Day’s prior notice (each a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Dollar Loans or Canadian Term Loans to be so Convertedconverted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (iiin the case of Dollar Loans) or B/A Discount Rate Loans (in the date case of such Conversion (which shall be a Business DayCanadian Term Loans), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Loans and/or Canadian Term Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted.

Conversions. The Borrower shall have the option to Convert convert, on ----------- any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that (ai) -------- except as otherwise provided in Section 1.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02 and (iv) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion shall be effected by an Authorized Representative of the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office prior to 11:00 a.m. A.M. (New York City time) on the third at least three Business Day Days' prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) the date of pursuant to which such Conversion (which shall Revolving Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans of the respective Tranche being converted.

Conversions. The Borrower shall have the option to Convert convert on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings from of one or more Types of Loans under a single Tranche into a Borrowing or Borrowings of another Type of Loan into another Type of Loanunder such Tranche; provided, that (ai) except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (iii) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of each of Sections 1.01(a)(iii) and (e1.01(b)(ii) no Conversion pursuant to this Section 3.5 shall and so long as such conversion does not result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(iii) and 1.01(b)(ii) and (iv) Borrowings of Eurodollar Loans resulting from this Section 3.1(c) hereof1.06 shall be limited in number as provided in Section 1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days' (or one Business Day's in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion. Each Conversion Request shall be /Continuation") in the form of Exhibit A-2, appropriately completed to specify (i) specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) pursuant to which the date Loans were made and, if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 1.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that PROVIDED that, (ai) except as otherwise provided in Section 1.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (iii) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Restatement Effective Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (B) of each of Sections 1.01(a)(ii) and 1.01(b)(i) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Restatement Effective Date as are permitted under such Sections, and (eiv) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three Business Day Days' prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted. Swingline Loans may not be converted pursuant to this Section 1.06.

Conversions. The Each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Revolving Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan Revolving Loans into a Borrowing of another Type of Revolving Loan; providedprovided that, that (a) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Revolving Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (db) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, and (ec) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 1:00 pm (New York City time) on at least (i) in the third case of conversions of Base Rate Loans into LIBOR Loans, three Business Day Days’ prior to notice and (ii) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans.

Conversions. The Borrower shall have the option to Convert convert on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings from of one or more Types of Loans under a single Tranche into a Borrowing or Borrowings of another Type of Loan into another Type of Loanunder such Tranche; provided, PROVIDED that (ai) except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (iii) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of each of Sections 1.01(a)(iii) and (e1.01(b)(ii) no Conversion pursuant to this Section 3.5 shall and so long as such conversion does not result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is prior to the 90th day after the Initial Borrowing Date as are permitted under Sections 1.01(a)(iii) and 1.01(b)(ii) and (iv) Borrowings of Eurodollar Loans resulting from this Section 3.1(c) hereof1.06 shall be limited in number as provided in Section 1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days' (or one Business Day's in the case of a conversion into Base Rate Loans) on prior written notice (or telephonic notice promptly confirmed in writing) (each, a "NOTICE OF CONVERSION/CONTINUATION") in the third Business Day prior to the proposed date form of Conversion. Each Conversion Request shall be Exhibit A-2, appropriately completed to specify (i) specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) pursuant to which the date Loans were made and, if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower shall have the option may from time to time Convert on any Business Day the principal amount Standby Loan (or portion thereof) of the Loans made pursuant any Type to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Standby Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all same or any portion of any LIBOR Loan into other Type by delivering (by hand delivery or telecopier) a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each request for such Conversion shall be effected by in the Borrower by delivering a Conversion Request form of Exhibit A-6 to the Administrative Agent at its Notice Office prior to no later than (i) 11:00 a.m. (A.M., New York City time) , on the third Business Day prior to the proposed date of Conversion. Each any proposed Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, into a Eurodollar Standby Loan and (ii) 11:00 A.M., New York City time, on the date day of such any proposed Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable theretoan ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, (B) Type of, and Interest Period, if any, applicable to, the Standby Loans (or portions thereof) proposed to be Converted, (C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Standby Loans may be Converted on a date other than the last day of the Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the duration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one months' duration. If, on the date of any proposed Conversion affecting Conversion, the Borrower shall have failed to fulfill any of its condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case may be, ABR Loans.

Conversions. The Borrower shall have the option to Convert convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans made owing pursuant to one a single Facility into a Borrowing or more Borrowings from one Type pursuant to such Facility of Loan into another Type of Loan; provided, PROVIDED that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (ci) no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans and C Term Loans-Fixed Rate may only not be Converted converted into LIBOR Eurodollar Loans if no when a Default under Section 8.01 or an Event of Default is in existence on the date of Conversion the proposed conversion if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such conversion, (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02 and (eiv) no Conversion conversion of any C Term Loan-Fixed Rate shall be made pursuant to this Section 3.5 1.06 until the FRE Date applicable thereto has occurred, at which time such Loans shall result be converted into Eurodollar Loans and/or Base Rate Loans as elected by the Borrower (or, in a greater number the absence of Interest Periods of LIBOR giving any such notice, shall be automatically converted into Base Rate Loans) and such resulting Eurodollar Loans being outstanding at any one time than is permitted under and Base Rate Loans shall thereafter be subject to conversion as provided in this Section 3.1(c) hereof1.06. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days' (or one Business Day's, in the case of a conversion into Base Rate Loans) on prior written notice (or telephonic notice promptly confirmed in writing) (each, a "NOTICE OF CONVERSION") specifying the third Business Day prior Loans to be so converted (including the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) relevant Facility), the principal amount of each Tranche Type of Loans to be so Convertedconverted into and, (ii) the date if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The U.S. Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Dollar Denominated Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.7) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.11(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion the conversion and (eiii) no Conversion conversion pursuant to this Section 3.5 2.7 shall result in a greater number of Interest Periods Borrowings of LIBOR Fixed Rate Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.2. Each such Conversion conversion shall be effected by the U.S. Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City time) (Noon (New York City time) in the case of clause (y) below) at least (x) in the case of conversions of Base Rate Loans into LIBOR Loans, three Business Days’ prior notice and (y) in the case of conversions of LIBOR Loans into Base Rate Loans, notice on the third Business Day prior to the proposed date of such conversion (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit J, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Denominated Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Term Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Term Loans into a Borrowing (of the same Tranche) of another Type of Term Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Term Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (x) in the third case of conversions of Base Rate Loans into LIBOR Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Term Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Term Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Term Loans.

Conversions. The Borrower Borrower(s) shall have the option to Convert right, with respect to: (i) any Alternate Base Rate Loan, on any Business Day (a “LIBOR RateTerm SOFR Conversion Date”), to convert such Alternate Base Rate Loan to a LIBOR Rate Loan; and (ii) any LIBOR Rate Loan in DollarsTerm SOFR Loan; (ii) any Alternate Base Rate Loan, on any Business Day (a “Daily Simple SOFR Conversion Date”) to convert such Alternate Base Rate Loan to a Daily Simple SOFR Loan; and (iii) any Term SOFR Loan or Daily Simple SOFR Loan, on any Business Day (an “Alternate Base Rate Conversion Date”) to convert such LIBOR Rate LoanTerm SOFR Loan or Daily Simple SOFR Loan, as applicable, to an Alternate Base Rate Loan; provided that the principal amount Borrower(s) shall, on such Alternate Base Rate Conversion Date, make the payments required by Section 4.5, if any; in either case, by giving the Administrative Agent written notice at the Agency Services Address substantially in the form of the Loans made pursuant Exhibit F attached hereto (a “Conversion Notice”) of such selection no later than at least either (x)11:00 a.m. (New York time) three (3) Business Days prior to such LIBOR RateTerm SOFR Conversion Date, or (y) 1:00 p.m. (New York time) one (1) Business Day prior to such Daily Simple SOFR Conversion Date or more Borrowings from one Type of Loan into another Type of LoanAlternate Base Rate Conversion Date, as applicable; provided, that further that, in the case of any Conversion Notice relating to an Alternate Base Rate Conversion Date, should the Administrative Agent receive less than one (a1) Loans may not be so Converted into another Type unless Business Day’s notice thereof, the aggregate principal amount of Loans Administrative Agent will make commercially reasonable best efforts to permit the related LIBOR RateTerm SOFR Loan to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is converted to an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Alternate Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion such request, so long as it is received by the Administrative Agent on a Business Day and (e) no Conversion pursuant to otherwise complies with the terms of this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereofCredit Agreement. Each such Conversion Notice shall be effected by the Borrower by delivering a Conversion Request effective upon notification thereof to the Administrative Agent at its Notice Office prior to 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of Conversion. Each Conversion Request and shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion affecting any of its Loansirrevocable.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Restatement Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, provided that (ai) except as otherwise provided in Section 2.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (x) in the third case of conversions of Base Rate Loans into Eurodollar Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of Eurodollar Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans made (other than Swingline Loans which at all times shall be maintained as Base Rate Loans) owing by the Borrower pursuant to one a single Facility into a Borrowing or more Borrowings from one of another Type of Loan into another Type of Loanunder such Facility; provided, PROVIDED that (ai) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum andexcept as otherwise provided in Section 1.10(b), if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion unless the Required Banks otherwise agree, (iii) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Periods referred to in clause (y) of each of Sections 1.01(A)(a)(iii), 1.01(A)(b)(iii) and (e1.01(A)(c)(iii) no Conversion pursuant to this Section 3.5 shall and so long as such conversion does not result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is prior to the 90th day after the Initial Borrowing Date as are permitted under such Sections and (iv) Borrowings of Eurodollar Loans resulting from this Section 3.1(c) hereof1.06 shall be limited in number as provided in Section 1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 3:00 P.M. (New York City time), at least three Business Days' (or one Business Day's in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each a "Notice of Conversion. Each Conversion Request shall ") specifying the Loans to be appropriately completed to specify (i) so converted, the principal amount of each Tranche Type of Loans to be so Convertedconverted into and, (ii) the date if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of (i) the outstanding principal amount of Base Rate Loans (other than Swingline Loans) into Eurodollar Loans, and (ii) the Loans made pursuant to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Loans may not be so Converted into another Type unless the aggregate outstanding principal amount of Eurodollar Loans to be so Converted is not less than the Borrowing Minimum andinto Base Rate Loans, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereofprovided that, (bi) no Conversion of all or any portion of any LIBOR Loan except as otherwise provided in Section 1.10(b), Eurodollar Loans may be converted into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Revolving Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion such conversion, and (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three Business Day Days’ prior to the proposed date notice (each a “Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i”) specifying the principal amount of each Revolving Loans or Tranche of B Term Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Revolving Credit Lender prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans and each Tranche B Term Loan Lender prompt notice of any such proposed conversion affecting any of its Tranche B Term Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted. Swingline Loans may not be converted pursuant to this Section 1.06.

Conversions. The (a) Each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Denominated Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans or Canadian Prime Rate Loans, as the Loans case may be) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Denominated Loans into a Borrowing (of the same Tranche) of another Type of Dollar Denominated Loan; provided, provided that (ai) except as otherwise provided in Section 2.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Revolving Loans maintained as Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or any Event of Default is in existence on the date of Conversion the conversion and the Administrative Agent, at the request of the Required Lenders, so notifies the relevant Borrower, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 2:00 p.m. (New York City time) on the third at least three Business Day Days’ prior to the proposed date notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only not be Converted converted into LIBOR Loans if no Default or any Event of Default exists pursuant to Section 11.05 on the date of conversion, (iii) if any Event of Default (other than as referred to in preceding clause (ii)) is in existence on the date of Conversion the proposed conversion of a LIBOR Loan, (x) Base Rate Loans may not be converted into LIBOR Loans if the Administrative Agent or the Required Lenders have notified the Borrower that conversions will not be permitted during the existence of such Event of Default and (ey) in the absence of the notification referred to in preceding clause (x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period of one (1) month, and (iv) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City time) on at least (x) in the third case of conversions of Base Rate Loans into LIBOR Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case substantially in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert on any Business Day occurring on or after the Restatement Effective Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings from of one or more Types of Loans under a single Tranche into a Borrowing or Borrowings of another Type of Loan into another Type of Loanunder such Tranche; provided, PROVIDED that (ai) except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (iii) unless the Agents have determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Restatement Effective Date, Tranche A Term Loans and Tranche B Term Loans maintained as Base Rate Loans may not be converted into Eurodollar Loans unless any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (ey) no Conversion pursuant to this Section 3.5 shall of each of Sections 1.01(a)(ii) and 1.01(e)(ii) and so long as such conversion does not result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is prior to the 90th day after the Restatement Effective Date as are permitted under Sections 1.01(a)(ii) and 1.01(e)(ii) and (iv) Borrowings of Eurodollar Loans resulting from this Section 3.1(c) hereof1.06 shall be limited in number as provided in Section 1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. A.M. (New York City time), at least three Business Days' (or one Business Day's in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) pursuant to which the date Loans were made and, if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. (a) The Borrower Company shall have the option to Convert convert, ----------- on any Business Day Day, at least $1,000,000 of the outstanding principal amount of the Revolving $ Loans made to the Company pursuant to one or more Borrowings from of one Type or more Types of Loan Revolving $ Loans into a Borrowing or Borrowings of another Type of Revolving Loan; provided, provided that (ai) except as otherwise provided in -------- Section 1.10(b), $ Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a $ Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) Revolving $ Loans being converted and no partial Conversion conversion of LIBOR a Borrowing of $ Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR $ Eurodollar Loans made pursuant to a single Borrowing to less than $1,000,000; (ii) upon the applicable Borrowing Minimumoccurrence and during the continuance of any Event of Default, (d) $ Base Rate Loans may only not be Converted converted into LIBOR $ Eurodollar Loans if no Default or the Administrative Agent (acting at the instruction of the Required Banks) has notified the Company that such conversions shall not be permitted during the continuance of an Event of Default is in existence on the date of Conversion Default; and (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the Borrower Company by delivering a Conversion Request to giving the Administrative Agent at its Notice Office prior to 11:00 a.m. A.M. (New York City time) on the third at least three Business Day Days' prior to the proposed date written notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Revolving $ Loans to be so Convertedconverted, (iithe Borrowing(s) the date of pursuant to which such Conversion (which shall Revolving $ Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR $ Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion affecting conversion. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of its Loanssuch conversion to prepay the outstanding principal amount of the Revolving $ Loans being converted.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day occurring on or after the third Business Day after the Restatement Effective Date, all or a portion of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, PROVIDED that (ai) except as provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such ConversionLoans being converted, (cii) no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (diii) unless the Required Lenders otherwise agree in writing, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion, (eiv) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02 and (v) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on at least (x) in the third case of a conversion to Eurodollar Loans, three Business Day Days' prior written notice and (y) in the case of a conversion to Base Rate Loans, one Business Day's prior written notice (each, a "NOTICE OF CONVERSION"), specifying the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) the date of pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The (a) Each Dollar Revolving Loan Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of the Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings from of one Type or more Types of Loan Dollar Revolving Loans into a Borrowing of another Type of Dollar Revolving Loan; provided, that provided that, (ai) Dollar Revolving Loans may shall not be so Converted into another Type unless the aggregate principal amount of Loans permitted to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereofconverted into Non-Dollar Alternate Currency Revolving Loans, (bii) no Conversion of all or any portion of any LIBOR Loan if Eurodollar Loans are converted into a Base Rate Loan may be effected Loans on any day a date other than the last day of an Interest Period applicable to such LIBOR Loanthe Dollar Revolving Loans being converted, unless the respective Dollar Revolving Loan Borrower pays all amounts owing under shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 3.12 as a result of such Conversion1.12, (ciii) no such partial Conversion conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing MinimumAmount for Eurodollar Loans, (div) unless the Required Lenders otherwise agree, Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or any Event of Default is in existence exists on the date of Conversion conversion, and (ev) no Conversion conversion pursuant to this Section 3.5 1.07 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the respective Dollar Revolving Loan Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office Office, prior to 11:00 a.m. 2:00 p.m. (New York City time) on the third ), at least three Business Day Days’ prior to the proposed date notice (each, a “Notice of Conversion. Each Conversion Request shall be appropriately completed ”) specifying the Borrowing or Borrowings pursuant to specify (i) the principal amount of each Tranche of which such Dollar Revolving Loans were made and, if to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Revolving Loans.

Conversions. The Each Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Incremental Term Loans, as the Loans case may be, made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Loans or Types of Canadian Incremental Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Incremental Term Loan; provided, as the case may be, provided that (ai) except as otherwise provided in Section 1.10(b), (x) Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan Loans and (y) B/A Discount Rate Loans may be effected converted into Canadian Prime Rate Loans, in each case, only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loanpartial conversion of Eurodollar Loans or B/A Discount Rate Loans, unless as the Borrower pays all amounts owing under Section 3.12 as a result of such Conversioncase may be, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Euro Rate Loans being outstanding at any one time and B/A Discount Rate Loans than is permitted under Section 3.1(c1.02 and (iv) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion pursuant to this Section 1.06 shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the applicable Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City timeLocal Time) on at least three Business Days' (or, in the third case of an Interest Period other than a one, two, three or six-month period, at least five Business Day Days') prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be /Continuation") in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Dollar Loans or Canadian Incremental Term Loans to be so Convertedconverted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Incremental Term Loans were made and, if to be converted into Eurodollar Loans (iiin the case of Dollar Loans) or B/A Discount Rate Loans (in the date case of such Conversion (which shall be a Business DayCanadian Incremental Term Loans), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Loans and/or Canadian Incremental Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Incremental Term Loan into another Type of Canadian Incremental Term Loan shall not constitute a repayment of any Canadian Incremental Term Loan being so converted. Canadian Revolving Loans may be converted and/or continued as and to the extent provided in Section 1.17 and Schedule XI."

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.11(b) or unless the Borrower complies with the provisions of Section 2.12, LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Significant Event of Default, Base Rate Loans may only be Converted converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion Loans, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.07 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 1:00 p.m. (New York City time) on at least (x) in the third case of conversions of Base Rate Loans into LIBOR Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case substantially in the form of Exhibit H, appropriately completed to specify (i) the principal amount of each Tranche of Term Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day occurring after the Restatement Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans, which may not be converted pursuant to this Section 1.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 1.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion pursuant conversions of Base Rate Loans into Eurodollar Loans shall be permitted prior to this Section 3.5 shall result in a greater number the earlier of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c(x) hereofthe fifth day after the Restatement Effective Date and (y) the Syndication Date. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 12:00 Noon (New York City Eastern time) on the third at least three Business Day Days' prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan Loans into a Borrowing of another Type of Loan; providedprovided that, that (a) except as otherwise provided in Section 2.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (db) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (c) Base Rate Loans may not be converted into Eurodollar Loans until the Syndication Date has occurred (at which time this clause (c) shall no longer be applicable) unless the Administrative Agent has otherwise agreed, and (ed) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (i) in the third case of conversions of Base Rate Loans into Eurodollar Loans, three Business Day Days’ prior to notice and (ii) in the proposed date case of conversions of Eurodollar Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower Adience or Newco (but not in respect of Newco A Term Loans) as the case may be, shall have the option to Convert convert, on any Business Day occurring after the Restatement Effective Date (or, in the case of the Adience A Term Loans, the Adience B-2 Term Loans or the Adience C Term Loans, the earlier of (i) the 45th day after the Restatement Effective Date and (ii) the Syndication Date), all or a portion equal to at least (x) in the case of a conversion of Adience A Term Loans, Adience B Term Loans, Adience B-2 Term Loans, Adience C Term Loans or Newco B Term Loans, $5,000,000 and (y) in the case of a conversion of Dollar Revolving Loans, $1,000,000, of the outstanding principal amount of the such Dollar Loans made to Adience or Newco, as the case may be, pursuant to one or more Borrowings from (so long as of the same Tranche of Dollar Loans) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche of Dollar Loans) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 1.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than (x) in the applicable case of a Borrowing Minimumof Adience A Term Loans, B Term Loans or Adience C Term Loans, $5,000,000 and (y) in the case of a Borrowing of Dollar Revolving Loans, $1,000,000, (dii) unless the Required Banks otherwise specifically agree, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default under Section 10.01 or 10.05 or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02 and (iv) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion shall be effected by Adience or Newco, as the Borrower case may be, by delivering a Conversion Request to giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time or, in the case of Newco B Term Loans, London time) on the third at least two Business Day Days' prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower shall have the option to Convert convert on ----------- any Business Day occurring on or after the Restatement Effective Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings from of one Type or more Types of Loan Loans into a Borrowing or Borrowings of another Type of Loan; provided, that (ai) except as otherwise provided in Section -------- 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default under Sections 10.01 or 10.05 or Event of Default is in existence on the date of Conversion the conversion and the Administrative Agent or the Required Banks have notified the Borrower that such an election at such time would be disadvantageous to the Banks and (eiii) no Conversion pursuant to Borrowings of Eurodollar Loans resulting from this Section 3.5 1.06 shall result be limited in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under as provided in Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days' (or one Business Day's in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date Borrowing or Borrowings pursuant to which the Loans were made and, if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. (a) The Administrative Borrower shall have the option may elect from time to Convert on any Business Day the principal amount of the Loans made pursuant time to convert one or more Borrowings from LIBOR Advances to ABR Advances by giving the Administrative Agent at least one Type (1) Business Day’s prior irrevocable notice of Loan into another Type of Loan; providedsuch election, that (a) Loans may not be so Converted into another Type unless specifying the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum andconverted, if more than the Borrowing Minimum, is an integral multiple provided that any such conversion of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may Advances shall only be effected made on any day other than the last day of an the Interest Period applicable thereto, unless the Borrowers pay to the Administrative Agent for the account of the Credit Parties all amounts due on such converted LIBOR Advance under Section 3.5. In addition, the Administrative Borrower may elect from time to time to (i) convert ABR Advances comprising all or a portion of Loans to LIBOR Advances and (ii) continue LIBOR Advances as new LIBOR Advances, in each case by selecting a new Interest Period therefor and by giving the Administrative Agent at least three (3) Business Days’ prior irrevocable notice of such election, in the case of a conversion to, or continuation of, LIBOR Advances, specifying the amount to be so converted or continued and the initial Interest Period relating thereto, provided that any such conversion of ABR Advances to LIBOR Advances shall only be made on a Business Day and any such continuation of LIBOR Advances as new LIBOR Advances shall only be made on the last day of the Interest Period applicable to the LIBOR Advances which are to be continued as such new LIBOR LoanAdvances, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each such Conversion shall be effected by the Borrower by delivering a Conversion Request Borrowers pay to the Administrative Agent at its Notice Office prior to 11:00 a.m. (New York City time) for the account of the Credit Parties all amounts due on the third Business Day prior to the proposed date of Conversionsuch continued LIBOR Advance under Section 3.5. Each Conversion Request such notice (a “Notice of Continuation/Conversion”) shall be appropriately completed to specify (i) substantially in the principal amount form of each Tranche of Loans to be so ConvertedExhibit C, (ii) the date of such Conversion (which shall be a Business Day), (iii) irrevocable and shall be given by facsimile or email by the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable theretoAdministrative Borrower. The Administrative Agent shall give each Lender prompt promptly provide the Lenders with notice of each such election. Advances may be converted or continued pursuant to this Section 3.3 in whole or in part, provided that the amount to be converted to, or continued as, each LIBOR Advance, when aggregated with any LIBOR Advance to be made on such proposed Conversion affecting any of its Loansdate in accordance with Section 2.2 and having the same Interest Period as such first LIBOR Advance, shall equal or exceed the Minimum Borrowing Amount.

Conversions. The Borrower shall have the option to Convert convert on any Business Day all or a portion equal to at least the applicable Minimum Borrowing Amount for such Tranche of the outstanding principal amount of the Loans (other than Swingline Loans) made to the Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing or Borrowings (of the same Tranche) of another Type of Loan; provided, provided that (ai) except as otherwise provided in Section 1.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Eurodollar Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing MinimumAmount for such Tranche, (dii) Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no any Default or Event of Default is in existence on the date of Conversion the conversion (unless the Administrative Agent and the Required Banks otherwise agree), (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02 and (iv) hereofprior to the Syndication Date, no Loan may be converted into Eurodollar Loans except on the first day of a Pre-Syndication Interest Period. Each such Conversion conversion (other than automatic conversions pursuant to the last paragraph of Section 1.09) shall be effected by the Borrower by delivering a Conversion Request to Borrower’s giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three Business Day Days’ prior to the proposed date written notice (each a “Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i”) specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the Borrowing or Borrowings pursuant to which such Loans were made, the date of such Conversion conversion (which shall be a Business Day)) and, (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans if to be converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the Table of Contents outstanding principal amount of the Loans made pursuant to one or more Borrowings from (so long as of the same Class) of one Type or more Types of Loan Loans into a Borrowing (of the same Class) of another Type of Loan; providedprovided that, that (ai) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, the Loans being converted unless the Borrower pays all any amounts owing due under Section 3.12 as a result of 2.11 and no such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only not be Converted converted into LIBOR Loans in excess of one month if no Default or any Event of Default exists pursuant to Section 11.05 on the date of conversion, (iii) if any Event of Default (other than as referred to in preceding clause (ii)) is in existence on the date of Conversion the proposed conversion of a LIBOR Loan, (x) Base Rate Loans may not be converted into LIBOR Loans if the Administrative Agent or the Required Lenders have notified the Borrower that conversions will not be permitted during the existence of such Event of Default and (ey) in the absence of the notification referred to in preceding clause (x), Base Rate Loans may only be converted into LIBOR Loans with an Interest Period of one month, and (iv) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 12:00 Noon at least (New York City timex) on in the third case of conversions of Base Rate Loans into LIBOR Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case substantially in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each applicable Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The (a) Each Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Initial Borrowing Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian Term Loans, as the Loans case may be, made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Loans or Types of Canadian Term Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian Term Loan; provided, as the case may be, provided that (ai) except as otherwise provided in Section 1.10(b), (x) Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan Loans and (y) B/A Discount Rate Loans may be effected converted into Canadian Prime Rate Loans, in each case, only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loanpartial conversion of Eurodollar Loans or B/A Discount Rate Loans, unless as the Borrower pays all amounts owing under Section 3.12 as a result of such Conversioncase may be, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans or B/A Discount Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, (x) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans and (y) Canadian Prime Rate Loans may only be converted into B/A Discount Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06(a) shall result in a greater number of Interest Periods Borrowings of LIBOR Euro Rate Loans being outstanding at any one time and B/A Discount Rate Loans than is permitted under Section 3.1(c1.02 and (iv) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion pursuant to this Section 1.06(a) shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the applicable Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City timeLocal Time) on at least (x) in the third case of conversions into Eurodollar Loans (in the case of Dollar Loans) or B/A Discount Rate Loan (in the case of Canadian Term Loans), three Business Day Days’ prior to notice, and (y) in the proposed date case of conversions into Base Rate Loans (in the case of Dollar Loans) or Canadian Prime Rate Loans (in the case of Canadian Term Loans), one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Dollar Loans or Canadian Term Loans to be so Convertedconverted, the Borrowing(s) pursuant to which such Dollar Loans or Canadian Term Loans were made and, if to be converted into Eurodollar Loans (iiin the case of Dollar Loans) or B/A Discount Rate Loans (in the date case of such Conversion (which shall be a Business DayCanadian Term Loans), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Loans and/or Canadian Term Loans. For the avoidance of doubt, it is understood that any conversion of one Type of Canadian Term Loan into another Type of Canadian Term Loan shall not constitute a repayment of any Canadian Term Loan being so converted.

Conversions. The (a) Each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the U.S. Dollar Denominated Loans made to it pursuant to one or more Borrowings from of one Type or more Types of Loan U.S. Dollar Denominated Revolving Loans into a Borrowing of another Type of U.S. Dollar Denominated Revolving Loan; providedprovided that, that (a) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, the Revolving Loans being converted unless the Borrower pays all Borrowers pay any amounts owing under due to the Lenders pursuant to Section 3.12 2.11 as a result of such Conversion, (c) conversion and no such partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (db) Base Rate Loans may only not be Converted converted into LIBOR Loans if no Default or any Event of Default is in existence on the proposed date of Conversion conversion and either the Administrative Agent or the Required Lenders have elected, upon notice to the Borrowers, to not permit such conversion in its or their sole discretion, and (ec) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the relevant Borrower (of the U.S. Dollar Denominated Revolving Loan being converted) by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 12:00 P.M. (New York City time) on at least (i) in the third case of conversions of Base Rate Loans into LIBOR Loans, three Business Day Days’ prior to written notice or telephonic notice promptly confirmed in writing and (ii) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior written notice or telephonic notice promptly confirmed in writing (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of U.S. Dollar Denominated Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall U.S. Dollar Denominated Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its U.S. Dollar Denominated Revolving Loans.

Conversions. The (a) Each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the U.S. Dollar Denominated Loans made to it pursuant to one or more Borrowings from of one Type or more Types of Loan U.S. Dollar Denominated Revolving Loans into a Borrowing of another Type of U.S. Dollar Denominated Revolving Loan; providedprovided that, that (a) except as otherwise provided in Section 2.10(b), LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, the Revolving Loans being converted unless the Borrower pays all Borrowers pay any amounts owing under due to the Lenders pursuant to Section 3.12 2.11 as a result of -56- such Conversion, (c) conversion and no such partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (db) Base Rate Loans may only not be Converted converted into LIBOR Loans if no Default or any Event of Default is in existence on the proposed date of Conversion conversion and either the Administrative Agent or the Required Lenders have elected, upon notice to the Borrowers, to not permit such conversion in its or their sole discretion, and (ec) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the relevant Borrower (of the U.S. Dollar Denominated Revolving Loan being converted) by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 12:00 P.M. (New York City time) on at least (i) in the third case of conversions of Base Rate Loans into LIBOR Loans, three Business Day Days’ prior to written notice or telephonic notice promptly confirmed in writing and (ii) in the proposed date case of conversions of LIBOR Loans into Base Rate Loans, one Business Day’s prior written notice or telephonic notice promptly confirmed in writing (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of U.S. Dollar Denominated Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall U.S. Dollar Denominated Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted converted into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its U.S. Dollar Denominated Revolving Loans.

Conversions. The Borrower shall have the option to Convert convert on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings from of one or more Types of Loans under a single Tranche into a Borrowing or Borrowings of another Type of Loan into another Type of Loanunder such Tranche; provided, provided that (ai) except as otherwise provided in Section 2.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 2.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion pursuant to Borrowings of Eurodollar Loans resulting from this Section 3.5 2.06 shall result be limited in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under as provided in Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) pursuant to which the date Loans were made and, if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to NEWYORK 9228865 (2K) -52- be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Subject to Section 2.02(b), each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Dollar Denominated Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Denominated Loans into a Borrowing (of the same Tranche) of another Type of Dollar Denominated Loan; provided, provided that (ai) except as otherwise provided in Section 2.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Loans maintained as Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Significant Event of Default or, if elected by the Required Lenders or the Administrative Agent, any other Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 2:00 P.M. (New York City time) on the third at least three Business Day Days’ prior to the proposed date notice (each a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower shall have the option may from time to time Convert on any Business Day the principal amount Standby Loan (or portion thereof) of the Loans made pursuant any Type and with any Interest Period (if applicable) to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Standby Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all same or any portion of other Type and with any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as (if applicable) by delivering (by hand delivery or telecopier) a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each request for such Conversion shall be effected by in the Borrower by delivering a Conversion Request form of Exhibit A-6 to the Administrative Agent at its Notice Office prior to no later than (i) 11:00 a.m. (A.M., New York City time) , on the third Business Day prior to the proposed date of Conversion. Each any proposed Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, into a Eurodollar Standby Loan and (ii) 11:00 A.M., New York City time, on the date day of such any proposed Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable theretoan ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, (B) Type of, and Interest Period, if any, applicable to, the Standby Loans (or portions thereof) proposed to be Converted, (C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Standby Loans may be Converted on a date other than the last day of the Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the duration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one months' duration. If, on the date of any proposed Conversion affecting Conversion, the Borrower shall have failed to fulfill any of its condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case may be, ABR Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day occurring after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan Loans into a Borrowing of another Type of Loan; providedLoans, provided that (ai) except as otherwise provided in Section 2.10(b), Eurodollar Rate Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Rate Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise specifically agree, Base Rate Loans may be converted into Eurodollar Rate Loans only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, provided that if a Specified Default is in existence on such date, Borrower shall be deemed to have elected an Interest Period of one (1) month for such Eurodollar Rate Loans, (iii) unless the Administrative Agent otherwise agrees in its sole discretion or has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 60th day following the Effective Date, there shall be no Base Rate Loans or conversions of Eurodollar Rate Loans into Base Rate Loans, and (eiv) no Conversion conversion pursuant to this Section 3.5 2.6 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Rate Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.2. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three (3) Business Day Days’ prior to the proposed date notice (each a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in the form of Exhibit B, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Rate Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion affecting any of its Loansconversion.

Conversions. The (a) Each Dollar Revolving Loan Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount (for the Type of Dollar Revolving Loan into which the conversion is being made), of the outstanding principal amount of the Dollar Revolving Loans made to such Dollar Revolving Loan Borrower pursuant to one or more Borrowings from of one Type or more Types of Loan Dollar Revolving Loans into a Borrowing of another Type of Dollar Revolving Loan; provided, that provided that, (ai) Dollar Revolving Loans may shall not be so Converted into another Type unless the aggregate principal amount of Loans permitted to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereofconverted into Alternate Currency Revolving Loans, (bii) no Conversion of all or any portion of any LIBOR Loan if Eurodollar Loans are converted into a Base Rate Loan may be effected Loans on any day a date other than the last day of an Interest Period applicable to such LIBOR Loanthe Dollar Revolving Loans being converted, unless the respective Dollar Revolving Loan Borrower pays all amounts owing under shall compensate the applicable Lenders for any breakage costs incurred in connection therewith as set forth in Section 3.12 as a result of such Conversion1.12, (ciii) no such partial Conversion conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing MinimumAmount for Eurodollar Loans, (div) unless the Required Lenders otherwise agree, Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or any Event of Default is in existence exists on the date of Conversion conversion, and (ev) no Conversion conversion pursuant to this Section 3.5 1.07 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the respective Dollar Revolving Loan Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office Office, prior to 11:00 a.m. 2:00 p.m. (New York City time) on the third ), at least three Business Day Days’ prior to the proposed date notice (each, a “Notice of Conversion. Each Conversion Request shall be appropriately completed ”) specifying the Borrowing or Borrowings pursuant to specify (i) the principal amount of each Tranche of which such Dollar Revolving Loans were made and, if to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Dollar Revolving Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 1.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that PROVIDED that, (ai) except as otherwise provided in Section 1.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (iii) unless the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 14th day following the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans shall be subject to the provisions of clause (B) of the proviso in each of Sections 1.01(a)(ii) and 1.01(b)(i), and (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City time) on the third at least three Business Day Days' prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be /Continuation") in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower Borrowers shall have the option to Convert convert on any Business Day all or a portion at least equal to the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans, which may not be converted pursuant to this Section 2.6) made pursuant to one or more Borrowings from of one Type of Loan into another a Borrowing or Borrowings of the other Type of Loan; providedprovided that: (i) except as otherwise provided in Section 2.10(b), that (a) Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto; (ii) unless the Required Banks shall otherwise agree, (d) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion; and (eiii) no Conversion conversion pursuant to this Section 3.5 2.6 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time Borrowings than is permitted under Section 3.1(c) hereof2.2. Each such Conversion conversion shall be effected by the any Borrower by delivering a Conversion Request to giving the Administrative and Collateral Agent at its Notice Office prior to 11:00 a.m. (New York City San Francisco time) on the third at least three Business Day Days' prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion. Each Conversion Request ") which notice shall be in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative and Collateral Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans.. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans

Conversions. The Each Borrower shall have the option to Convert convert on any Business Day occurring after the Restatement Effective Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Revolving Loans made to it pursuant to one or more Borrowings from of one Type or more Types of Loan Revolving Loans into a Borrowing or Borrowings of another Type of Revolving Loan; provided, provided that (ai) except as provided in Section 1.11(b), Eurodollar Loans may not be so Converted converted into Revolving Loans of another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) thereto and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Revolving Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Revolving Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (iii) Borrowings of Eurodollar Loans resulting from this Section 1.07 shall be limited in number as provided in Section 1.02 and (eiv) no Conversion pursuant to this Section 3.5 shall result Revolving Loans denominated in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereofPrimary Alternate Currency may not be converted into Base Rate Loans. Each such Conversion conversion shall be effected by the applicable Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days or, in the case of a conversion into Base Rate Loans, prior to 10:00 A.M. (New York time) on the third same Business Day Day, prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i”) specifying the principal amount of each Tranche of Revolving Loans to be so Convertedconverted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Revolving Loans from which each such Tranche to be converted into and, if to be converted into a Borrowing of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans.

Conversions. The Borrower shall have the option to Convert convert on any Business Day all or a portion equal to at least the applicable Minimum Borrowing Amount for such Tranche of the outstanding principal amount of the Dollar Loans made to the Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing or Borrowings (of the same Tranche) of another Type of Loan; provided, provided that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (ci) no partial Conversion conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the applicable Minimum Borrowing MinimumAmount for such Tranche, (dii) Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or any Event of Default is in existence on the date of Conversion and the conversion if the Administrative Agent or the Majority Lenders in respect of the applicable Tranche have previously advised the Borrower that conversions will not be permitted while such Event of Default remains in existence, (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02, (iv) hereofprior to the Syndication Date, no Loan may be converted into Eurodollar Loans except on the first day of a Pre-Syndication Interest Period and (v) the Borrower's right to convert Incremental Term Loans of a given Tranche shall be subject to the limitations, if any, set forth in the applicable Incremental Commitment Agreement. Each such Conversion conversion (other than automatic conversions pursuant to the last paragraph of Section 1.09) shall be effected by the Borrower by delivering a Conversion Request to Borrower's giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 1:00 P.M. (New York City time) on the third at least three Business Day Days' prior to the proposed date written notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the Borrowing or Borrowings pursuant to which such Loans were made, the date of such Conversion conversion (which shall be a Business Day)) and, (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans if to be converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans) made pursuant to one or more Borrowings from of one or more Types of Loans under a single Tranche into a Borrowing or Borrowings of another Type of Loan into another Type of Loanunder such Tranche; provided, provided that (ai) except as otherwise provided in Section 2.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 2.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion pursuant to Borrowings of Eurodollar Loans resulting from this Section 3.5 2.06 shall result be limited in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under as provided in Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) pursuant to which the date Loans were made and, if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The (a) Each US Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the US Revolving Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan US Revolving Loans into a Borrowing of another Type of US Revolving Loan; providedprovided that, that (ai) except as otherwise provided in Section 2.10(b), US LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the US Revolving Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion, (eiii) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of US LIBOR Loans being outstanding at any one time than is are permitted under Section 3.1(c2.02 and (iv) hereoffor the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan or Canadian Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan or Canadian Revolving Loan and in no event shall any Canadian Revolving Loan be converted into any UK Revolving Loan or US Revolving Loan. Each such Conversion conversion shall be effected by the respective US Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (A) in the third case of conversions of Base Rate Loans into US LIBOR Loans, three Business Day Days’ prior to notice and (B) in the proposed date case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans.

Conversions. The Each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Dollar Denominated Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Denominated Loans into a Borrowing (of the same Tranche) of another Type of Dollar Denominated Loan; provided, provided that (ai) except as otherwise provided in Section 2.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Loans maintained as Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or any Event of Default is in existence on the date of Conversion the conversion and the Administrative Agent, at the request of the Required Lenders, so notifies the relevant Borrower, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 2:00 p.m. (New York City time) on the third at least three Business Day Days’ prior to the proposed date notice (each a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Each Borrower shall have the option to Convert convert, on any Business Day occurring on or after the Effective Date, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Loans or Canadian TermDollar Loans, as the Loans case may be, made to such Borrower pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Loans or Types of Canadian TermDollar Loans, as the case may be, into a Borrowing (of the same Tranche) of another Type of Dollar Loan or Canadian TermDollar Loan; provided, as the case may be, provided that (aia) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple except as otherwise provided in excess thereofSections 2.10(a) and 2.10(c), (bxi) no Conversion Eurodollarin the case of a Eurocurrency Rate Loan or Term RFR Loan denominated in Dollars, upon the expiration of any Interest Period, all or any portion part of any LIBOR Loan such outstanding Eurocurrency Rate Loans or Term RFR Loans may be converted into a Base Rate Loans (other than Swingline Loans), (ii) in the case of a Daily Simple RFR Loan denominated in Dollars, upon the occurrence of the Interest Payment Date therefor, all or any part of any such outstanding Daily Simple RFR Loans may be effected converted into Base Rate Loans, and (yiii) CDOR Rate Loans may be converted into Canadian Prime Rate Loans, in each case, only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loanpartial conversion of Eurodollar Loans or CDOR Rate Loans, unless as the Borrower pays all amounts owing under Section 3.12 as a result of such Conversioncase may be, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans or CDOR Rate Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (diib) unless the Required Lenders otherwise agree, (xi) Base Rate Loans may only be Converted converted into Eurodollarone or more Eurocurrency Rate Loans or, after the USD LIBOR Transition Date, RFR Loans and (yii ) Canadian Prime Rate Loans may only be converted into CDOR Rate Loans, in each case, if no Specified Default or Event of Default is in existence on the date of Conversion and the conversion, (eiiic) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of LIBOR EuroEurocurrency Rate Loans, Term RFR Loans being outstanding at any one time and CDOR Rate Loans than is permitted under Section 3.1(c) hereof. Each such Conversion shall be effected by the Borrower by delivering a Conversion Request to the Administrative Agent at its Notice Office prior to 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, (ii) the date of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted 2.02 and (ivivd) if any Swingline Loans are being Converted into LIBOR Loans, the Interest Period may not be converted pursuant to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion affecting any of its Loansthis Section 2.06.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.06) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, provided that (ai) except as otherwise provided in Section 2.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, the Loans being converted unless the Borrower pays all any amounts owing due under Section 3.12 as a result 2.11 and no such partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no Default or any Event of Default is in existence on the proposed date of Conversion conversion and either the Administrative Agent or the Required Lenders have elected to not permit such conversion in its or their sole discretion and (eiii) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 2:00 P.M. (New York City time) on (x) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) in the third case of a conversion into Eurodollar Loans and (y) at least one Business Day Day’s prior to written notice (or telephonic notice promptly confirmed in writing) in the proposed date case of a conversion into Base Rate Loans (in each case, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) substantially in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, provided that (ai) except as provided in Section 1.10(a)(ii) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such ConversionLoans being converted, (cii) no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (diii) unless the Required Lenders otherwise agree in writing, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion, (eiv) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02 and (v) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Payment Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three Business Day Days' prior to the proposed date written notice (each, a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i) "), specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) the date of pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert on any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Second-Lien Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan Second-Lien Loans into a Borrowing or Borrowings of another Type of Second-Lien Loan; provided, provided that (ai) except as otherwise provided in Section 1.10(b) or unless the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11 concurrently with any such conversion, Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Second-Lien Loans being converted, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) and no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (iii) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), a conversion of a Base Rate Loan into a Eurodollar Loan may only be made (x) after the fourth Business Day following the Initial Borrowing Date and (ey) no Conversion pursuant to if the Interest Period of the Eurodollar Loan into which such Base Rate Loan is converted is one week and (iv) Borrowings of Eurodollar Loans resulting from this Section 3.5 1.06 shall result be limited in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under as provided in Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. 12:00 Noon (New York City time), at least three Business Days’ (or one Business Day’s in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Second-Lien Loans to be so Convertedconverted, (iithe Borrowing(s) pursuant to which the date Second-Lien Loans were made and, if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Second-Lien Loans. Upon any such conversion, the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Second-Lien Loans being converted.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Revolving Loans made pursuant to one or more Borrowings from of one Type of Loan Revolving Loans into a Borrowing of another Type of Revolving Loan; provided, provided that (ai) except as otherwise provided in Section 1.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Revolving Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only not be Converted converted into LIBOR Eurodollar Loans if no (x) a Default or an Event of Default under Section 10.05 is in existence on the date of the conversion or (y) any other Default or Event of Default is in existence on the date of Conversion the conversion and the Administrative Agent has received instructions from the Required Lenders to that effect, and (eiii) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof1.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on the third at least three Business Day Days’ prior to the proposed date notice (each a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Revolving Loans being converted. Swingline Loans may not be converted pursuant to this Section 1.06.

Conversions. The (a) Subject to Section 2.02(b), each Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Denominated Loans (other than Swingline Loans, which shall at all times be maintained as Base Rate Loans or Canadian Prime Rate Loans, as the Loans case may be) made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Dollar Denominated Loans into a Borrowing (of the same Tranche) of another Type of Dollar Denominated Loan; provided, provided that (ai) except as otherwise provided in Section 2.10(b), Eurodollar Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) unless the Required Lenders otherwise agree, Revolving Loans maintained as Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Significant Event of Default or, if elected by the Required Lenders or the Administrative Agent, any other Event of Default is in existence on the date of Conversion the conversion, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.06(a) shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the respective Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 2:00 P.M. (New York City time) on the third at least three Business Day Days’ prior to the proposed date notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”) in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the Loans being converted.

Conversions. The Borrower shall have the option to Convert convert on ----------- any Business Day occurring on or after the Initial Borrowing Date, all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans made (other than Swingline Loans which at all times shall be maintained as Base Rate Loans) owing by the Borrower pursuant to one a single Facility into a Borrowing or more Borrowings from one of another Type of Loan into another Type of Loanunder such Facility; provided, that (ai) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum andexcept as otherwise provided in Section -------- 1.10(b), if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default payment Default, or Event of Default Default, is in existence on the date of Conversion the conversion, (iii) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02 and (eiv) unless the Agent has determined that the Syndication Date has occurred (at which time this clause (iv) shall no Conversion pursuant longer be applicable), prior to this the 90th day after the Initial Borrowing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of the proviso to each of Section 3.5 shall 1.01(A)(a)(iii), 1.01(A)(b)(iii), and 1.01(A)(c)(iii) and then only so long as such conversion does not result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is prior to the 90th day after the Initial Borrowing Date as are permitted under Section 3.1(c) hereofsuch Sections. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. A.M. (New York City time), at least three Business Days' (or one Business Day's in the case of a conversion into Base Rate Loans) on the third Business Day prior to the proposed date written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion. Each Conversion Request shall ") specifying the Loans to be appropriately completed to specify (i) so converted, the principal amount of each Tranche Type of Loans to be so Convertedconverted into and, (ii) the date if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, that provided that, (ai) except as otherwise provided in Section 2.11(b) or unless the Borrower complies with the provisions of Section 2.12, LIBORSOFR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result partial conversion of such Conversion, (c) no partial Conversion of LIBOR LIBORSOFR Loans shall reduce the outstanding principal amount of such LIBOR LIBORSOFR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) upon notice to the Borrower from the Administrative Agent given at the request of the Required Lenders, after the occurrence and during the continuance of a Significant Event of Default, Base Rate Loans may only be Converted converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion LIBORSOFR Loans, and (eiii) no Conversion conversion pursuant to this Section 3.5 2.07 shall result in a greater number of Interest Periods Borrowings of LIBOR LIBORSOFR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof2.02. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. 1:00 p.m. (New York City time) on at least (x) in the third case of conversions of Base Rate Loans into LIBORSOFR Loans, three Business Day Days’ prior to notice and (y) in the proposed date case of conversions of LIBORSOFR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case substantially in the form of Exhibit H, appropriately completed to specify (i) the principal amount of each Tranche of Term Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR LIBORSOFR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.. Section 2.08

Conversions. The Borrower Borrowers shall have the option to Convert convert, on any Business Day occurring after the Third Restatement Effective Date, all or a portion equal to at least the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans made pursuant to one or more Borrowings from (so long as of the same Tranche) of one Type or more Types of Loan Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided, provided that (ai) except as otherwise provided in Section 1.10(b), Eurodollar Loans may not be so Converted con- verted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) thereto and no partial Conversion conversion of LIBOR Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (dii) Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (iii) prior to the 30th day after the Third Restatement Effective Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if the conversion is effective on the first day of an Interest Period referred to in clause (B) of the respective provisos to Sections 1.01(a)(i) and 1.01(b)(i) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 30th day after the Third Restatement Effective Date, (eiv) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods Borrowings of LIBOR Eurodollar Loans being outstanding at any one time than is permitted under Section 3.1(c1.02 and (v) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion shall be effected by the Borrower Borrowers by delivering a Conversion Request to giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 12:00 Noon (New York City time) on the third at least three Business Day Days' prior to the proposed date notice (each a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender Bank prompt notice of any such proposed Conversion conversion affecting any of its Loans.

Conversions. The Each US Borrower shall have the option to Convert convert, on any Business Day Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of the US Revolving Loans made pursuant to one or more Borrowings from of one Type or more Types of Loan US Revolving Loans into a Borrowing of another Type of US Revolving Loan; providedprovided that, that (a) except as otherwise provided in Section 2.10(b), US LIBOR Loans may not be so Converted converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected Loans only on any day other than the last day of an Interest Period applicable to the US Revolving Loans being converted and no such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (c) no partial Conversion conversion of LIBOR Loans shall reduce the outstanding principal amount of such US LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (db) unless the Required Lenders otherwise agree, Base Rate Loans may only be Converted converted into US LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion the conversion, (c) unless the Administrative Agent has otherwise agreed or has determined that the Syndication Date has occurred (at which time this clause (c) shall no longer be applicable ), prior to the 60th day following the Effective Date, conversions of Base Rate Loans into US LIBOR Loans may only be made if any such conversion is effective on the first day of the first or second Interest Period referred to in clause (B) of Section 2.01(a)(ii) and so long as such conversion does not result in a greater number of Borrowings of LIBOR Loans prior to the 60th day after the Initial Borrowing Date than are permitted under Section 2.01(a)(ii), (ed) no Conversion conversion pursuant to this Section 3.5 2.06 shall result in a greater number of Interest Periods Borrowings of US LIBOR Loans being outstanding at any one time than is are permitted under Section 3.1(c2.02 and (e) hereoffor the avoidance of doubt, in no event shall any US Revolving Loan be converted into any UK Revolving Loan and in no event shall any UK Revolving Loan be converted into any US Revolving Loan. Each such Conversion conversion shall be effected by the respective US Borrower by delivering a Conversion Request to giving the Administrative Agent at its the Notice Office prior to 11:00 a.m. A.M. (New York City time) on at least (i) in the third case of conversions of Base Rate Loans into US LIBOR Loans, three Business Day Days’ prior to notice and (ii) in the proposed date case of conversions of US LIBOR Loans into Base Rate Loans, one Business Day’s prior notice (each, a “Notice of Conversion. Each Conversion Request shall be /Continuation”), in each case in the form of Exhibit A-2, appropriately completed to specify (i) the principal amount of each Tranche of Revolving Loans to be so Convertedconverted, (ii) the date of Borrowing or Borrowings pursuant to which such Conversion (which shall Revolving Loans were incurred and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into US LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Revolving Loans.

Conversions. The Borrower shall have the option may from time to time Convert on any Business Day the principal amount Standby Loan (or portion thereof) of the Loans made pursuant any Type and with any Interest Period (if applicable) to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Standby Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all same or any portion of other Type and with any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as (if applicable) by delivering (by hand delivery or telecopier) a result of such Conversion, (c) no partial Conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each request for such Conversion shall be effected by in the Borrower by delivering a Conversion Request form of Exhibit A-6 to the Administrative Agent at its Notice Office prior to no later than (i) 11:00 a.m. (A.M., New York City time) , on the third Business Day prior to the proposed date of Conversion. Each any proposed Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans to be so Converted, into a Eurodollar Standby Loan and (ii) 11:00 A.M., New York City time, on the date day of such any proposed Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Loans, the Interest Period to be initially applicable theretoan ABR Loan. The Administrative Agent shall give each Lender prompt notice of each Conversion Request. Each Conversion Request shall be irrevocable (unless otherwise expressly provided herein) and binding on the Borrower and shall specify the requested (A) date of such Conversion, (B) Type of, and Interest Period, if any, applicable to, the Standby Loans (or portions thereof) proposed to be Converted, (C) Type of Standby Loans to which such Standby Loans (or portions thereof) are proposed to be Converted, (D) initial Interest Period, if any, to be applicable to the Standby Loans resulting from such Conversion and (E) aggregate amount of Standby Loans (or portions thereof) proposed to be Converted. No Eurodollar Standby Loans may be Converted on a date other than the last day of the Interest Period applicable thereto, unless the Borrower reimburses each Lender pursuant to Section 2.15 for all losses or expenses incurred by such Lender in connection with such Conversion. If the Borrower shall fail to give a timely Conversion Request pursuant to this subsection in respect of any Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, ABR Loans, unless such Standby Loans are repaid at the end of such Interest Period. If the Borrower shall fail, in any Conversion Request that has been timely given, to select the duration of any Interest Period for Standby Loans to be Converted into Eurodollar Standby Loans, such Standby Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into Eurodollar Standby Loans with an Interest Period of one month's duration. If, on the date of any proposed Conversion affecting Conversion, the Borrower shall have failed to fulfill any of its condition set forth in Section 4.01, all Standby Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case may be, ABR Loans.

Conversions. The On the terms and subject to the limitations hereof, Borrower ----------- shall have the option at any time and from time to Convert on any Business Day the principal amount of the Loans made pursuant time to one or more Borrowings from one Type of Loan into another Type of Loan; provided, that (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of convert all or any portion of any LIBOR Loan a Segment of one Type into a Base Rate Loan may be effected on Segment or Segments of another Type or Types and to convert all or any day other than the last day portion of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result Tranche of such Conversion, (c) no partial Conversion one Category into a Tranche or Tranches of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the applicable Borrowing Minimum, (d) Base Rate Loans may only be Converted into LIBOR Loans if no Default another Category or Event of Default is in existence on the date of Conversion and (e) no Conversion pursuant to this Section 3.5 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereof. Each such Conversion shall be effected Categories by the Borrower by delivering making a Conversion Request to the Administrative upon Agent at its Notice Office prior to 11:00 a.m. (New York City time) on the third Business Day prior to the proposed date of Conversion. Each Conversion Request shall be appropriately completed to specify (i) the principal amount of each Tranche of Loans on which such conversion is to be so Converted, (ii) the date of such Conversion effective (which shall be a Business Day), which Conversion Request shall be promptly confirmed by Borrower by delivering to Agent a duly completed and executed Confirmation; provided, that after giving effect to such Conversion Request, (iiia) the Type aggregate principal amount of all Construction/Lot Loan Tranches outstanding under the Notes of all Lenders at any time shall not exceed the aggregate Collateral Value of Construction Loans from and Lot Loans included in the Collateral held by Agent at such time, (b) the aggregate principal amount of all Construction/Lot Loan Tranches outstanding under any Lender's Notes at any time shall not exceed the product of the aggregate Collateral Value of Construction Loans and Lot Loans included in the Collateral held by Agent at such time multiplied by a fraction the numerator of which each is the aggregate principal balance outstanding under such Tranche of Loans is being Converted Lender's Notes at such time and the Type denominator of which is the aggregate principal balance outstanding under all Lenders' Notes at such time, (c) the aggregate principal amount of all Gestation Loan Tranches outstanding under the Notes of all Lenders at any time shall not exceed the aggregate Collateral Value of Eligible Gestation Mortgage Loans into included in the Collateral held by Agent at such time, (d) the aggregate principal amount of all Gestation Loan Tranches outstanding under any Lender's Notes at any time shall not exceed the product of the aggregate Collateral Value of Eligible Gestation Mortgage Loans included in the Collateral held by Agent at such time multiplied by a fraction the numerator of which each is the aggregate principal balance outstanding under such Tranche Lender's Notes at such time and the denominator of Loans which is being Converted the aggregate principal balance outstanding under all Lenders' Notes at such time, (e) the aggregate principal amount of all Regular Tranches outstanding under the Notes of all Lenders at any time shall not exceed the remainder the Remainder Collateral Value at such time, and (ivf) if the aggregate principal amount of all Regular Tranches outstanding under any Loans are being Converted into LIBOR Loans, Lender's Notes at any time shall not exceed the Interest Period to product of the Remainder Collateral Value at such time multiplied by a fraction the numerator of which is the aggregate principal balance outstanding under such Lender's Notes at such time and the denominator of which is the aggregate principal balance outstanding under all Lenders' Notes at such time. Any Conversion Request made Borrower under this Section shall be initially applicable theretoirrevocable. The Administrative Agent shall give each Lender prompt notice All conversions of any such proposed Conversion affecting any of its LoansSegments and Tranches must be made uniformly and ratably among Lenders.

Conversions. The Borrower shall have the option to Convert convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the its Loans made pursuant to one or more Borrowings from of one Type owing by it into a Borrowing or Borrowings of Loan into another Type of Loan; providedLoans which can be made hereunder, that PROVIDED that: (a) Loans may not be so Converted into another Type unless the aggregate principal amount of Loans to be so Converted is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loan, unless the Borrower pays all amounts owing under Section 3.12 as a result of such Conversion, (ci) no partial Conversion conversion of LIBOR a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of such LIBOR the Eurodollar Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto; (ii) any conversion of Eurodollar Loans into Prime Rate Loans shall be made on, and only on, the last day of an Interest Period for such Eurodollar Loans; (diii) Base Prime Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default under section 10.1(a) or Event of Default is in existence on the date of Conversion the conversion unless the Required Lenders otherwise agree; and (eiv) no Conversion pursuant Borrowings of Eurodollar Loans resulting from this section 2.6 shall conform to this Section 3.5 shall result in a greater number the requirements of Interest Periods of LIBOR Loans being outstanding at any one time than is permitted under Section 3.1(c) hereofsection 2.2. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office Office, prior to 11:00 a.m. A.M. (New York City time) on the third local time at such Notice Office), at least three Business Day Days' (or prior to 11:00 A.M. (local time at such Notice Office) same Business Day's, in the proposed date case of Conversion. Each Conversion Request shall a conversion into Prime Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing if so requested by the Administrative Agent) (each a "NOTICE OF CONVERSION"), substantially in the form of Exhibit B-2, specifying the Loans to be appropriately completed to specify (i) so converted, the principal amount of each Tranche Type of Loans to be so Convertedconverted into and, (ii) the date if to be converted into a Borrowing of such Conversion (which shall be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans. For the avoidance of doubt, the prepayment or repayment of any Loans out of the proceeds of other Loans by the Borrower is not considered a conversion of Loans into other Loans.

Conversions. The Borrower shall have the option to Convert convert, subject to the conditions set forth below, on any Business Day all or a portion equal to at least the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans made pursuant to one a single Tranche into a Borrowing or more Borrowings from one Type (of Loan into the same Tranche) of another Type of Loan; provided, PROVIDED that (ai) no conversion of Base Rate Loans into Eurodollar Loans may not be so Converted made prior to the earlier of (A) the 65th day after the Initial Borrowing Date and (B) the Syndication Date, except to the extent comprising all or part of a single Borrowing of Eurodollar Loans occurring on the first day of a PSD Interest Period, (ii) if for any reason whatsoever any Eurodollar Loans are converted into another Type unless the aggregate principal amount of Base Rate Loans to be so Converted on a day which is not less than the Borrowing Minimum and, if more than the Borrowing Minimum, is an integral multiple of the applicable Borrowing Multiple in excess thereof, (b) no Conversion of all or any portion of any LIBOR Loan into a Base Rate Loan may be effected on any day other than the last day of an Interest Period applicable to such LIBOR Loanthe Loans being converted, unless the Borrower pays shall pay all amounts owing under in connection therewith as required by Section 3.12 as a result of such Conversion1.11, (ciii) no partial Conversion conversion of LIBOR Loans a Borrowing shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single such Borrowing to less than the Minimum Borrowing Amount applicable Borrowing Minimumthereto, (div) unless the Required Lenders otherwise specifically agree in writing, Base Rate Loans may only be Converted converted into LIBOR Eurodollar Loans if no Default or Event of Default is in existence on the date of Conversion and the conversion, (ev) no Conversion conversion pursuant to this Section 3.5 1.06 shall result in a greater number of Interest Periods of LIBOR Loans being outstanding at any one time Eurodollar Borrowings than is permitted under Section 3.1(c1.02 and (vi) hereofSwingline Loans may not be converted pursuant to this Section 1.06. Each such Conversion conversion shall be effected by the Borrower by delivering a Conversion Request to giving the Administrative Agent at its Notice Office prior to 11:00 a.m. 3:00 P.M. (New York City time) on at least (x) in the third case of a conversion to Eurodollar Loans, three Business Day Days' prior notice and (y) in the case of a conversion to the proposed date Base Rate Loans, one Business Day's prior notice (each, a "Notice of Conversion. Each Conversion Request shall be appropriately completed to specify (i") specifying the principal amount of each Tranche of Loans to be so Convertedconverted, (iithe Borrowing(s) the date of pursuant to which such Conversion (which shall Loans were made and, if to be a Business Day), (iii) the Type of Loans from which each such Tranche of Loans is being Converted and the Type of Loans converted into which each such Tranche of Loans is being Converted and (iv) if any Loans are being Converted into LIBOR Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed Conversion conversion affecting any of its Loans.